EXHIBIT 1.2
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
Mortgage Asset-Backed Pass-Through Certificates, Series [Deal
Name]
Initial Principal Amount
Class
Initial Pass-Through Rate
------------------------
-----
-------------------------
$[____]
Class A-1 Certificates
[____]%
$[____]
Class A-2 Certificates
[____]%
$[____]
Class A-3 Certificates
[____]%
$[____]
Class R Certificates
[____]%
FORM OF UNDERWRITING AGREEMENT (CERTIFICATES/NON-ITERATIVE)
[___________] [__], 20[__]
[Underwriter]
Ladies and Gentlemen:
Residential Asset
Mortgage Products,
Inc., a Delaware
corporation (the
"Company"),
proposes to
sell to you (also referred to herein as the
"Underwriter")
Mortgage Asset-Backed
Pass-Through
Certificates, Series
[Deal
Name], Class A-1, Class A-2, Class A-3, and Class R Certificates
(collectively,
the
"Certificates"),
other than
a de minimis portion of the Class R
Certificates, having
the aggregate principal amounts and Pass-Through Rates set
forth above. The
Certificates,
together with the
Class M-1, Class M-2,
Class
M-3, Class B-1, Class B-2 and Class B-3 Certificates of the same series, will
evidence the entire
beneficial
interest in the Trust Fund (as defined in
the
Pooling and Servicing
Agreement referred to below), consisting primarily of a
pool (the "Pool") of conventional, fixed-rate, one- to four-family
residential
first lien mortgage loans (the "Mortgage Loans") as described in the
Prospectus
Supplement (as
hereinafter
defined) to be sold by
the Company.
A de minimis
portion of the Class R Certificates will not be sold hereunder and
will be held
by Residential Funding Company, LLC ("Residential Funding").
The
Certificates
will be issued pursuant to a pooling and servicing
agreement, dated as of
[________]
[__], 200[__] (the "Pooling and Servicing
Agreement"), among the
Company, as seller, Residential Funding, as master
servicer, and
[_________],
as trustee (the
"Trustee").
The Certificates
are
described more fully in the Base Prospectus and the Prospectus
Supplement (each
as hereinafter defined), which the Company has furnished to
you.
1.
Representations, Warranties and Covenants.
1.1 The Company
represents
and warrants to, and agrees with you
that:
(a) The Company has
filed with the
Securities and
Exchange
Commission (the
"Commission")
a registration statement (No.
333-[_______]) on Form S-3 for the registration under the
Securities
Act of 1933, as
amended (the "Act"), of Mortgage Pass-Through
Certificates (issuable in series), including the Certificates,
<PAGE>
which registration
statement has become
effective,
and a copy of
which, as amended to the date hereof, has heretofore been delivered
to you. The Company proposes to file with the Commission pursuant
to
Rule 424(b) under the rules and regulations of the Commission
under
the Act (the "1933 Act
Regulations") a
prospectus supplement
(the
"Prospectus
Supplement"), to the
prospectus dated [________] [__],
200[__] (the "Base
Prospectus"), relating
to the Certificates
and
the method of distribution thereof. Such registration statement
(No.
333-[________])
including exhibits
thereto and any information
incorporated therein by reference, as amended at the date hereof,
is
hereinafter called
the "Registration Statement"; and the Base
Prospectus and
the Prospectus Supplement and any information
incorporated therein
by reference, together with any amendment
thereof or supplement
thereto authorized by the Company on or prior
to the Closing Date (as defined herein) for use in connection
with
the offering
of the Certificates, are hereinafter called the
"Prospectus." Any
preliminary form of the Prospectus Supplement to
be filed pursuant to
Rule 424(b) is
referred to as a
"Preliminary
Prospectus Supplement"
and, together with the Base Prospectus, and
as amended
or supplemented
if the Company shall
have furnished any
amendments or supplements thereto, a "Preliminary Prospectus."
(b) The Registration
Statement has become effective, and the
Registration Statement
as of the effective date (the "Effective
Date," as defined in this paragraph), and the Prospectus, as of the
date of the Prospectus Supplement, complied in all material
respects
with the applicable requirements of the Act and the 1933 Act
Regulations; and the
Registration
Statement,
as of the
Effective
Date, did not contain
any untrue statement
of a material fact
and
did not omit to state
any material fact required to be stated
therein or necessary to make the statements therein not misleading;
and each Issuer Free Writing Prospectus (as defined herein) as of
its date did not, and the Approved Offering Materials (as defined
herein) as of the date of the Approved Offering Materials did not
and as of the Closing
Date will not,
and the Prospectus and the
Designated Static Pool Information, taken together, as of the date
of the Prospectus Supplement did not and as of the Closing Date
will
not, contain an untrue
statement of a material fact and did not and
will not omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under
which they were
made, not misleading; provided, however, that
neither the
Company
nor Residential Funding makes any
representations or warranties as to the information contained in or
omitted from the
Registration
Statement,
the Approved Offering
Materials or the
Prospectus or any amendment thereof or supplement
thereto relating
to the information therein that is Excluded
Information (as defined herein); and provided, further, that
neither
the Company nor
Residential Funding
makes any
representations or
warranties as to
either (i) any information contained in any
Underwriter Prepared
Issuer FWP (as defined
herein) or Underwriter
Free Writing
Prospectus (as defined herein) except, in each case to
the extent of (x) any information set forth therein that
constitutes
Pool Information
(as defined below) or (y) any information
accurately extracted from the Preliminary Prospectus Supplement or
any Issuer Free Writing Prospectus and included in any
Underwriter
Prepared Issuer FWP, or (ii) any information contained in or
omitted
from the portions of the Approved Offering Materials or Prospectus
identified by underlining or other highlighting as shown in
Exhibit
F
(the "Underwriter Information"). The Effective Date shall mean
the
earlier of the date on which the Prospectus Supplement is first
used
and the time of the first Contract of Sale (as defined herein) to
which such Prospectus Supplement relates. The initial effective
date
of the Registration
Statement was within three years of the Closing
Date. If the third
anniversary of the initial effective
2
<PAGE>
date occurs within six
months after the Closing Date, the Company
will use best efforts
to take such action as
may be necessary
or
appropriate to
permit the public offering and sale of the
Certificates as
contemplated
hereunder. The Company
acknowledges
that the Underwriter
Information
constitutes the only
information
furnished in writing by you or on your behalf for use in
connection
with the preparation of the Registration Statement, any Preliminary
Prospectus or the Prospectus, and the Underwriter confirms that
the
Underwriter Information is correct.
(c) (i) "ABS Informational and Computational Materials" shall
have the meaning given such term in Item 1101 of Regulation AB.
(ii) "Approved Offering Materials" means the Preliminary
Prospectus.
(iii) "Contract of Sale" has the same meaning as in Rule
159 of the 1933 Act
Regulations and all
Commission
guidance
relating to Rule 159.
(iv) "Designated Static Pool Information" shall mean the
static pool
information referred
to in the Prospectus
under
the caption
"Description
of the Mortgage Pool Static Pool
Information" but
deemed to be excluded from the Registration
Statement and
Prospectus
pursuant
to Item 1105(d) of
Regulation AB.
(v) "Excluded
Information" shall
mean, with respect to
(x) each of the Registration Statement, the Approved Offering
Materials and
the Prospectus, the
information
identified by
underlining or other
highlighting as shown
on Exhibit E, and
(y) each Underwriter
Prepared Issuer FWP and each Underwriter
Free Writing
Prospectus, all
information contained
therein
which is restated in, or is corrected and superseded by, the
Approved Offering Materials.
(vi) "Free Writing
Prospectus"
shall have the
meaning
given such
term in Rules 405 and 433 of the 1933 Act
Regulations.
(vii) "Issuer Free
Writing Prospectus"
shall mean any
Free Writing
Prospectus
prepared by or on behalf of the
Company and
identified
by the Company as an Issuer Free
Writing Prospectus
and relating to the
Certificates
or the
offering thereof.
(viii) "Issuer
Information" shall
mean any information
of the type specified
in clauses (1) - (5) of footnote 271 of
Commission Release No. 33-8591 (Securities Offering Reform),
other than Underwriter
Derived Information.
Consistent with
such definition,
"Issuer Information"
shall not be deemed to
include any information in a Free Writing Prospectus solely by
reason of the Company's review of the materials pursuant to
Section 4.4(e) below and, consistent with Securities
Offering
Reform Questions and Answers, November 30, 2005 promulgated by
the staff of the Commission, "Issuer Information" shall not be
deemed to include any information in a Free Writing Prospectus
solely by reason that
the Underwriter
has agreed not to
use
such Free Writing Prospectus without consent of the Company.
3
<PAGE>
(ix) "Permitted
Additional
Materials"
shall
mean
information that is not ABS Informational and Computational
Materials and (x) that
are referred to in
Section 4.4(c) so
long as any Issuer
Information provided
by the Underwriter
pursuant to Section 4.4(c) is limited to information included
within the definition of ABS Informational and Computational
Materials, (y)
that constitute Certificate price, yield,
weighted average life, subscription or allocation information,
or a trade
confirmation, or (z)
otherwise with respect to
which the Company has provided written consent to the
Underwriter to include in a Free Writing Prospectus.
(x) "Pool Information"
means with
respect to any
Free
Writing
Prospectus,
the information with respect to the
characteristics of the
Mortgage Loans and
administrative and
servicing fees, as
provided by or on behalf of the Company or
Residential Funding to the Underwriter at the time most recent
to the date of such Free Writing Prospectus.
(xi) "Underwriter
Derived Information"
shall refer to
information of the
type described
in clause (5) of
footnote
271 of Commission
Release No. 33-8591
(Securities
Offering
Reform) when
prepared
by the Underwriter, including
traditional computational and analytical materials prepared by
the Underwriter.
(xii) "Underwriter
Free Writing
Prospectus" shall mean
all Free Writing Prospectuses prepared by or on behalf of
the
Underwriter other than
any Underwriter
Prepared Issuer
FWP,
including any Permitted Additional Materials.
(xiii) "Underwriter
Prepared Issuer FWP" shall mean any
Free Writing
Prospectus
prepared by or on behalf of the
Underwriter that
contains any Issuer
Information,
including
any Free Writing
Prospectus or portion thereof prepared by or
on behalf of the Underwriter that contains only a
description
of the final terms of the Certificates or of the offering of
the Certificates.
(xiv) "Written
Communication"
shall have the
meaning
given such term in Rule 405 of the 1933 Act Regulations.
(d) The Company
has been duly
incorporated
and is validly
existing as a
corporation in good
standing under the laws of the
State of Delaware and has the requisite corporate power to own its
properties and to conduct its business as presently conducted by
it.
(e) The Company
was not, as of any date on or after which
a
bona fide offer (as used in Rule 164(h)(2) of the 1933 Act
Regulations) of the
Certificate is made an
Ineligible Issuer,
as
such term is defined
in Rule 405 of the 1933 Act Regulations. The
Company shall comply with all applicable laws and regulations in
connection with the use of Free Writing Prospectuses, including but
not limited to Rules 164 and 433 of the 1933 Act Regulations and
all
Commission guidance relating to Free Writing Prospectuses,
including
but not limited to Commission Release No. 33-8591.
(f) This Agreement
has been duly
authorized,
executed and
delivered by the Company.
4
<PAGE>
(g) As of the Closing Date (as defined herein) the
Certificates
will conform
in all material respects to the
description
thereof
contained in
the Prospectus and the
representations and
warranties
of the Company in the Pooling and
Servicing Agreement
will be true and correct in all material
respects.
1.2 Residential
Funding represents and warrants to, and agrees with
you that as of the Closing Date the representations and warranties of
Residential Funding in
the Pooling and
Servicing Agreement will be true and
correct in all material respects.
1.3 The Underwriter
represents and
warrants to and agrees with the
Company and Residential Funding that:
(a) No purpose of the Underwriter relating to the purchase of
the Class R Certificates by the Underwriter is or will be
to enable
the Company to impede the assessment or collection of any tax.
(b) The Underwriter
has no present
knowledge or
expectation
that it will be unable to pay any United States taxes owed by it so
long as any of the Certificates remain outstanding.
(c) The Underwriter
has no present
knowledge or
expectation
that it will become insolvent or subject to a bankruptcy
proceeding
for so long as any of the Certificates remain outstanding.
(d) No purpose of the Underwriter relating to any sale of any
of the Class R Certificates by the Underwriter will be to enable it
to impede the
assessment or collection of tax. In this regard, the
Underwriter hereby
represents to and for the benefit of the Company
and
Residential Funding
that the Underwriter
intends to pay
taxes
associated with
holding the Class R
Certificates (other
than with
respect to the portion of each of the Class R Certificates
retained
by Residential
Funding), as they
become due, fully
understanding
that it may incur
tax liabilities in excess of any cash flows
generated by the Class R Certificates.
(e) The Underwriter
will, in connection
with any transfer it
makes of the Class R
Certificates, obtain
from its transferee
the
affidavit required by
Section
5.02(f)(i)(B)(I) of
the Pooling and
Servicing Agreement,
will not consummate any such transfer if it
knows or believes that any representation contained in such
affidavit is false and will provide the Trustee with the
Certificate
required by Section
5.02(f)(i)(B)(II) of
the Pooling and Servicing
Agreement.
(f) The Underwriter
hereby certifies that (i) with respect to
any classes of Certificates issued in authorized denominations or
Percentage Interests of less than a notional amount of $2,000,000
or
a Percentage
Interest of 20% the fair market value of each such
Certificate sold to
any person on the date of initial sale thereof
by the Underwriter
will not be less
than $100,000 and (ii) with
respect to each
class of Certificates to be maintained on the
book-entry records of
The Depository
Trust Company
("DTC"), the
interest in each such
class of Certificates
sold to any person
on
the date of initial sale thereof by the Underwriter will not be
less
than the minimum denomination indicated for such class of
Certificates in the Prospectus Supplement.
5
<PAGE>
(g) The
Underwriter
will
have
funds
available
at
[____________], in the
Underwriter's
account at such bank at the
time all documents
are executed and the
closing of the sale of the
Certificates is completed, except for the transfer of funds
and the
delivery of the
Certificates.
Such funds will be available for
immediate
transfer into
the account of Residential Funding
maintained at such bank.
(h) As of the date
hereof and as of the
Closing Date, the
Underwriter has complied with all of its obligations hereunder and
all Underwriter Prepared Issuer FWP and Underwriter Information are
accurate
in all material respects (taking into account the
assumptions explicitly set forth in such Underwriter Prepared
Issuer
FWP, except for any
Excluded Information
and to the extent of
(x)
any errors therein
that are caused by
errors or omissions
in the
Pool Information) or (y) information accurately extracted from the
Preliminary
Prospectus Supplement
or any Issuer Free Writing
Prospectus and included in any Underwriter Prepared Issuer FWP. The
Underwriter Prepared
Issuer FWP delivered
to the Company, if
any,
constitutes a complete set of all Underwriter Prepared Issuer FWP
furnished to any investor by the Underwriter in connection with
the
offering of any Certificates.
(i) Prior to the Closing Date, the Underwriter shall notify
the Company and
Residential Funding of
the earlier of (x) the date
on which the Prospectus Supplement is first used and (y) the time
of
the first Contract of Sale to which such Prospectus Supplement
relates.
1.4 The Underwriter covenants and agrees to pay directly, or
reimburse the Company
or Residential
Funding upon demand for (i) any and
all
taxes (including
penalties and interest) owed or asserted to be owed by
the
Company or Residential
Funding as a result of
a claim by the Internal Revenue
Service that
the transfer of the Class R Certificates to the Underwriter
hereunder or any transfer thereof by the Underwriter may be disregarded for
federal tax
purposes and (ii) any and all losses, claims, damages and
liabilities, including
attorney's fees and expenses, arising out of any failure
of the Underwriter to make payment or reimbursement in connection with
any such
assertion as required in (i) above. In addition, the Underwriter acknowledges
that on the Closing Date immediately after the transactions
described herein
it
will be the owner of the Class R Certificates (other than a de minimis
portion
of the Class R Certificates to be held by Residential
Funding) for federal
tax
purposes, and
the Underwriter covenants that it will not assert in any
proceeding that the transfer of the Class R Certificates from the
Company to the
Underwriter should be disregarded for any purpose.
2.
Purchase and Sale.
Subject to the terms and conditions and in reliance
upon the
representations and warranties herein set forth, the Company agrees
to
sell to you, and you agree to purchase from the Company, the
Certificates (other
than a de minimis portion of the Class R Certificates, which shall be
transferred by the Company to Residential Funding) at a price equal to
[_____]%
of the aggregate
certificate principal
balance of the
Certificates as of
the
Closing Date (as defined herein). There will be added to the
purchase price of
the Certificates
an amount equal to
interest accrued
thereon from the Cut-off
Date up to but not
including the
Closing Date. The purchase price for the
Certificates was agreed to by the Company in reliance upon the
transfer from the
Company to the Underwriter of the tax liabilities associated with the ownership
of the Class R Certificates.
3.
Delivery and Payment. Delivery of and payment for the
Certificates
shall be made at the office of [Mayer, Brown, Rowe & Maw
LLP]
6
<PAGE>
[Orrick, Herrington
& Sutcliffe LLP] at 10:00 a.m., New York City time, on
[_________] [__], 200[__] or such later date as you shall
designate, which
date
and time may be postponed by agreement between you and the Company
(such date
and time of delivery and payment for the Certificates being herein called the
"Closing Date"). Delivery of the [Deal Name], Class A-1, Class A-2
and Class A-3
Certificates shall be
made to you through the Depository Trust Company ("DTC")
(such Certificates,
the "DTC Registered Certificates"), and delivery of the
Class R Certificates (the "Definitive Certificates") shall be made in
registered,
certificated form,
in each case against payment by you of the
purchase price
thereof to or upon the
order of the Company by wire transfer in
immediately available funds. The Definitive Certificates shall be registered
in
such names
and in such
denominations
as you may
request not less than two
business days in
advance of the Closing
Date. The Company
agrees to have the
Definitive Certificates available for inspection, checking and packaging by you
in New York, New York not later than 9:00 a.m. on the Closing
Date.
4.
Offering by Underwriter.
4.1 It is understood that you propose to offer the Certificates for
sale to the public as
set forth in the
Prospectus and you
agree that all such
offers and sales by you shall be made in compliance with all
applicable laws and
regulations. Prior to
the date of the first
Contract of Sale made based on the
Approved Offering
Materials,
you have not pledged, sold, disposed of or
otherwise transferred
any Certificate, Mortgage Loans or any interest in
any
Certificate.
4.2 It is understood
that you will solicit
offers to purchase
the
Certificates as follows:
(a) Prior to the time you have received the Approved Offering
Materials you may, in compliance with the provisions of this
Agreement, solicit
offers to purchase
Certificates;
provided, that you
shall not accept any such
offer to purchase a Certificate or any interest in any
Certificate or
Mortgage
Loan or otherwise
enter into any
Contract of Sale for any Certificate, any
interest in any
Certificate or any
Mortgage Loan prior to
your conveyance of
Approved Offering Materials to the investor.
(b) Any Written
Communication relating
to the Certificates made by
an Underwriter in compliance with the terms of this Agreement
prior to the time
such Underwriter has entered into a Contract of Sale for
Certificates
with the
recipient shall
prominently
set forth the following statements (or a
substantially similar statements approved by the Company):
The information in this free writing prospectus, if conveyed prior
to the time of your
contractual commitment
to purchase any of
the
Certificates,
supersedes any
information
contained in any prior
similar materials
relating to the Certificates. The information in
this free writing
prospectus
is preliminary, and is subject to
completion or
change. This free writing prospectus is being
delivered to you
solely to provide you with information about the
offering of the
Certificates
referred to in this free writing
prospectus and to
solicit an offer to
purchase the
Certificates,
when, as and if issued. Any such offer to purchase made by
you will
not be accepted and will not constitute a contractual commitment by
you to purchase any of the Certificates, until we have accepted
your
offer to purchase Certificates.
7
<PAGE>
The Certificates referred to in these materials are being sold
when,
as and if issued. The issuer is not obligated to issue such
Certificates or
any similar security and the underwriter's
obligation to deliver such Certificates is subject to the
terms and
conditions of the
underwriting
agreement with the issuer and the
availability of such
Certificates
when, as and if issued by the
issuer. You are advised that the terms of the Certificates,
and the
characteristics of the
mortgage loan pool backing them, may change
(due, among other
things, to the
possibility
that mortgage
loans
that comprise the pool may become delinquent or defaulted or may
be
removed or replaced and that similar or different mortgage loans
may
be added to the pool,
and that one or more classes of Certificates
may be split, combined or eliminated), at any time prior to
issuance
or availability
of a final prospectus. You are advised that
Certificates may
not be issued that have the characteristics
described in these materials. The underwriter's obligation to sell
such
Certificates
to you is conditioned on the mortgage loans
and
Certificates
having the
characteristics
described
in these
materials. If for any
reason the issuer does not deliver such
Certificates, the
underwriter
will notify you, and neither the
issuer nor any
underwriter
will have any obligation to you to
deliver all or any
portion of the Certificates which you have
committed to purchase,
and none of the issuer
nor any
underwriter
will be liable for any costs or damages whatsoever arising from or
related to such non-delivery.
4.3 It is understood that you will not enter into a Contract of
Sale
with any investor
until the Approved
Offering Materials
have been conveyed to
the investor
with respect to the Certificates which are the subject of such
Contract of Sale.
4.4 It is understood that you may prepare and provide to
prospective
investors
certain Free
Writing Prospectuses, subject to the following
conditions:
(a) Unless preceded or accompanied by a prospectus satisfying
the requirements of Section 10(a) of the Act, the Underwriter
shall
not convey or deliver
any Written
Communication
to any person in
connection with the
initial offering of
the Certificates,
unless
such Written Communication (i) is made in reliance on Rule 134
under
the Act, (ii)
constitutes a prospectus satisfying the requirements
of Rule 430B
under the Act or (iii) constitutes a Free Writing
Prospectus (as defined in Section 1.1(c) above) consisting solely
of
(x) information
of a type included within the definition of ABS
Informational and
Computational
Materials (as defined below), (y)
Permitted Additional
Materials
or (z) information accurately
extracted from the Preliminary Prospectus Supplement or any Issuer
Free Writing
Prospectus and
included in any
Underwriter
Prepared
Issuer FWP or any Underwriter Free Writing Prospectus.
(b) The Underwriter
shall comply with all applicable laws and
regulations in connection with the use of Free Writing
Prospectuses,
including but not
limited to Rules 164 and 433 of the 1933 Act
Regulations and all
Commission
guidance relating to Free Writing
Prospectuses,
including but not limited to Commission Release No.
33-8591.
8
<PAGE>
(c) It is understood and agreed that all information provided
by the Underwriter
to or through Bloomberg or Intex or similar
entities for use by
prospective investors,
or imbedded in any
CDI
file provided to
prospective
investors,
or in any email or
other
electronic message provided to prospective investors, to the extent
constituting a Free Writing Prospectus, shall be deemed for
purposes
of this Agreement to be an Underwriter Free Writing Prospectus and
shall not be subject to the required consent of the Company set
forth in the
third sentence in Section 4.4(e). In connection
therewith, the
Underwriter
agrees that it shall not provide any
information
constituting Issuer
Information through
the foregoing
media unless
(i) such information or substantially similar
information is contained either in an Issuer Free Writing
Prospectus
or in an Underwriter
Prepared Issuer FWP in compliance with Section
4.4(e) or (ii) to the extent such information consists of the terms
of the Certificates, the final version of the terms of the
Certificates or
substantially
similar information is contained
either in an Issuer Free Writing Prospectus or in an Underwriter
Prepared Issuer FWP in compliance with Section 4.4(e).
(d) All Free Writing
Prospectuses
provided to prospective
investors, whether or
not filed with the
Commission, shall bear
a
legend including the following statement (or a substantially
similar
statement approved by the Company):
"THE DEPOSITOR
HAS FILED A
REGISTRATION
STATEMENT (INCLUDING A
PROSPECTUS) WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE SEC)
FOR THE OFFERING TO
WHICH THIS
COMMUNICATION RELATES.
BEFORE YOU
INVEST, YOU
SHOULD READ THE PROSPECTUS IN THAT REGISTRATION
STATEMENT AND OTHER
DOCUMENTS THE
DEPOSITOR HAS FILED WITH THE SEC
FOR MORE COMPLETE
INFORMATION ABOUT THE DEPOSITOR AND THE OFFERING.
YOU MAY GET THESE
DOCUMENTS AT NO CHARGE
BY VISITING EDGAR ON
THE
SEC WEB SITE AT
WWW.SEC.GOV.
ALTERNATIVELY,
THE DEPOSITOR, ANY
UNDERWRITER OR ANY DEALER PARTICIPATING IN THE OFFERING WILL
ARRANGE
TO SEND YOU THE PROSPECTUS AT NO CHARGE IF YOU REQUEST IT BY
CALLING
TOLL-FREE 1-8[XX-XXX-XXXX
