3. Explain the reasons for any difference in the price at which
securities are offered generally to the public, and the prices at which
securities are offered for any class of transactions or to any class of
individuals.
    4. Unless provided as a continuation of the balance sheet in
response to Item 27, include a specimen price-make-up sheet showing how
the Fund calculates the total offering price per unit. Base the
calculation on the value of the Fund's portfolio securities and other
assets and its outstanding securities as of the date of the balance
sheet filed by the Fund.
    (d) Redemption in Kind. If the Fund has received an order of
exemption from section 18(f) or has filed a notice of election under
rule 18f-1 that has not been withdrawn, describe the nature, extent,
and effect of the exemptive relief or notice.
    (e) Arrangements Permitting Frequent Purchases and Redemptions of
Fund Shares. Describe any arrangements with any person to permit
frequent purchases and redemptions of Fund shares, including the
identity of the persons permitted to engage in frequent purchases and
redemptions pursuant to such arrangements, and any compensation or
other consideration received by the Fund, its investment adviser, or
any other party pursuant to such arrangements.
Instructions
    1. The consideration required to be disclosed by Item 23(e)
includes any agreement to maintain assets in the Fund or in other
investment companies or accounts managed by the investment adviser or
by any affiliated person of the investment adviser.
    2. If the Fund has an arrangement to permit frequent purchases and
redemptions by a group of individuals, such as the participants in a
defined contribution plan that meets the requirements for qualification
under Section 401(k) of the Internal Revenue Code [26 U.S.C. 401(k)],
the Fund may identify the group rather than identifying each individual
group member.

Item 24. Taxation of the Fund

    (a) If applicable, state that the Fund is qualified or intends to
qualify under Subchapter M of the Internal Revenue Code. Disclose the
consequences to the Fund if it does not qualify under Subchapter M.
    (b) Disclose any special or unusual tax aspects of the Fund, such
as taxation resulting from foreign investment or from status as a
personal holding company, or any tax loss carry-forward to which the
Fund may be entitled.

Item 25. Underwriters

    (a) Distribution of Securities. For each principal underwriter
distributing securities of the Fund, state:
    (1) The nature of the obligation to distribute the Fund's
securities;
    (2) Whether the offering is continuous; and
    (3) The aggregate dollar amount of underwriting commissions and the
amount retained by the principal underwriter for each of the Fund's
last three fiscal years.
    (b) Compensation. Provide the information required by the following
table with respect to all commissions and other compensation received
by each principal underwriter, who is an affiliated person of the Fund
or an affiliated person of that affiliated person, directly or
indirectly, from the Fund during the Fund's most recent fiscal year:

----------------------------------------------------------------------------------------------------------------
         (1)                    (2)                    (3)                    (4)                    (5)
----------------------------------------------------------------------------------------------------------------
Name of Principal       Net Underwriting                       Compensation Brokerage Commissions      Other Compensation
      Underwriter          Discounts and        Redemptions and
                                        Commissions Repurchases
----------------------------------------------------------------------------------------------------------------

Instruction
    Disclose in a footnote to the table the type of services rendered
in consideration for the compensation listed under column (5).
    (c) Other Payments. With respect to any payments made by the Fund
to an underwriter or dealer in the Fund's shares during the Fund's last
fiscal year, disclose the name and address of the underwriter or
dealer, the amount paid and basis for determining that amount, the
circumstances surrounding the payments, and the consideration received
by the Fund. Do not include information about:
    (1) Payments made through deduction from the offering price at the
time of sale of securities issued by the Fund;
    (2) Payments representing the purchase price of portfolio
securities acquired by the Fund;
    (3) Commissions on any purchase or sale of portfolio securities by
the Fund; or
    (4) Payments for investment advisory services under an investment
advisory contract.
Instructions
    1. Do not include in response to this paragraph information
provided in response to paragraph (b) or with respect to service fees
under the Instruction to Item 12(b)(2). Do not include any payment for
a service excluded by Instructions 1 and 2 to Item 19(d) or by
Instruction 2 to Item 34.
    2. If the payments were made under an arrangement or policy
applicable to dealers generally, describe only the arrangement or
policy.

Item 26. Calculation of Performance Data

    (a) Money Market Funds. Yield quotation(s) for a Money Market Fund
included in the prospectus should be calculated according to paragraphs
(a)(1)-(4).
    (1) Yield Quotation. Based on the 7 days ended on the date of the
most recent balance sheet included in the registration statement,
calculate the Fund's yield by determining the net change, exclusive of
capital changes and income other than investment income, in the value
of a hypothetical pre-existing account having a balance of one share at
the beginning of the period, subtracting a hypothetical charge
reflecting deductions from shareholder accounts, and dividing the
difference by the value of the account at the beginning of the base
period to obtain the base period return, and then multiplying the base
period return by (365/7) with the resulting yield figure carried to at
least the nearest hundredth of one percent.
    (2) Effective Yield Quotation. Based on the 7 days ended on the
date of the most recent balance sheet included in the registration
statement, calculate the Fund's effective yield, carried to at least
the nearest hundredth of one percent, by determining the net change,
exclusive of capital changes and income other than investment income,
in the value of a hypothetical pre-existing account having a balance of
one share at the beginning of the period, subtracting a hypothetical
charge reflecting deductions from shareholder accounts, and dividing
the difference by the value of the account at the beginning of the base
period to obtain the base period return, and then compounding the base
period return by adding 1, raising the sum to a power equal to 365
divided by 7, and subtracting 1 from the result, according to the
following formula:

EFFECTIVE YIELD = [(BASE PERIOD RETURN + 1)365/7] - 1.

    (3) Tax Equivalent Current Yield Quotation. Calculate the Fund's
tax equivalent current yield by dividing that portion of the Fund's
yield (as calculated under paragraph (a)(1)) that is tax- exempt by 1
minus a stated income tax rate and adding the quotient to that portion,
if any, of the Fund's yield that is not tax-exempt.
    (4) Tax Equivalent Effective Yield Quotation. Calculate the Fund's
tax equivalent effective yield by dividing that portion of the Fund's
effective yield (as calculated under paragraph (a)(2)) that is tax-
exempt by 1 minus a stated income tax rate and adding the quotient to
that portion, if any, of the Fund's effective yield that is not tax-
exempt.
Instructions
    1. When calculating yield or effective yield quotations, the
calculation of net change in account value must include:
    (a) The value of additional shares purchased with dividends from
the original share and dividends declared on both the original shares
and additional shares; and
    (b) All fees, other than non-recurring account or sales charges,
that are imposed on all shareholder accounts in proportion to the
length of the base period. For any account fees that vary with the size
of the account, assume an account size equal to the Fund's mean (or
median) account size.
    2. Exclude realized gains and losses from the sale of securities
and unrealized appreciation and depreciation from the calculation of
yield and effective yield. Exclude income other than investment income.
    3. Disclose the amount or specific rate of any nonrecurring account
or sales charges not included in the calculation of the yield.
    4. If the Fund holds itself out as distributing income that is
exempt from Federal, state, or local income taxation, in calculating
yield and effective yield (but not tax equivalent yield or tax
equivalent effective yield), reduce the yield quoted by the effect of
any income taxes on the shareholder receiving dividends, using the
maximum rate for individual income taxation. For example, if the Fund
holds itself out as distributing income exempt from Federal taxation
and the income taxes of State A, but invests in some securities of
State B, it must reduce its yield by the effect of state income taxes
that must be paid by the residents of State A on that portion of the
income attributable to the securities of State B.

    (b) Other Funds. Performance information included in the prospectus
should be calculated according to paragraphs (b)(1)-(6).
    (1) Average Annual Total Return Quotation. For the 1-, 5-, and 10-
year periods ended on the date of the most recent balance sheet
included in the registration statement (or for the periods the Fund has
been in operation), calculate the Fund's average annual total return by
finding the average annual compounded rates of return over the 1-, 5-,
and 10-year periods (or for the periods of the Fund's operations) that
would equate the initial amount invested to the ending redeemable
value, according to the following formula:

P(1 + T)\n\ = ERV

Where:

P = a hypothetical initial payment of $1,000.
T = average annual total return.
n = number of years.
ERV = ending redeemable value of a hypothetical $1,000 payment made
at the beginning of the 1-, 5-, or 10-year periods at the end of the
1-, 5-, or 10- year periods (or fractional portion).
Instructions
    1. Assume the maximum purchase charge (or other charges deducted
from payments) is deducted from the initial $1,000 payment.
    2. Assume all distributions by the Fund are reinvested at the price
stated in the prospectus (including any purchase charge imposed upon
reinvestment of dividends) on the reinvestment dates during the period.
    3. Include all recurring fees that are charged to all shareholder
accounts. For any account fees that vary with the size of the account,
assume an account size equal to the Fund's mean (or median) account
size. Reflect, as appropriate, any recurring fees charged to
shareholder accounts that are paid other than by redemption of the
Fund's shares.
    4. Determine the ending redeemable value by assuming a complete
redemption at the end of the 1-, 5-, or 10-year periods and the
deduction of all nonrecurring charges deducted at the end of each
period. If shareholders are assessed an exit charge, assume the maximum
exit charge is deducted at the times, in the amounts, and under the
terms disclosed in the prospectus.
    5. State the average annual total return quotation to the nearest
hundredth of one percent.
    6. Total return information in the prospectus need only be current
to the end of the Fund's most recent fiscal year.
    (2) Average Annual Total Return (After Taxes on Distributions)
Quotation. For the 1-, 5-, and 10-year periods ended on the-date-of the
most recent balance sheet included in the registration statement (or
for the periods the Fund has been in operation), calculate the Fund's
average annual total return (after taxes on distributions) by finding
the average annual compounded rates of return over the 1-, 5-, and 10-
year periods (or for the periods of the Fund's operations) that would
equate the initial amount invested to the ending value, according to
the following formula:

P(1 + T)\n\ = ATVD

Where:

P = a hypothetical initial payment of $1,000.
T = average annual total return.
n = number of years.
ATVD = ending value of a hypothetical $1,000 payment made
at the beginning of the 1-, 5-, or 10-year periods at the end of the
1-, 5-, or 10-year periods (or fractional portion), after taxes on
fund distributions but not after taxes on redemption.
Instructions
    1. Assume the maximum purchase charge (or other charges deducted
from payments) is deducted from the initial $1,000 payment.
    2. Assume all distributions by the Fund, less the taxes due on such
distributions, are reinvested at the price stated in the prospectus
(including any purchase charge imposed upon reinvestment of dividends)
on the reinvestment dates during the period.
    3. Calculate the taxes due on any distributions by the Fund by
applying the tax rates specified in Instruction 4 to each component of
the distributions on the reinvestment date (e.g., ordinary income,
short-term capital gain, long-term capital gain). The taxable amount
and tax character of each distribution should be as specified by the
Fund on the dividend declaration date, but may be adjusted to reflect
subsequent recharacterizations of distributions. Distributions should
be adjusted to reflect the Federal tax impact the distribution would
have on an individual taxpayer on the reinvestment date. For example,
assume no taxes are due on the portion of any distribution that would
not result in Federal income tax on an individual, e.g., tax-exempt
interest or non-taxable returns of capital. The effect of applicable
tax credits, such as the foreign tax credit, should be taken into
account in accordance with Federal tax law.
    4. Calculate the taxes due using the highest individual marginal
Federal income tax rates in effect on the reinvestment date. The rates
used should correspond to the tax character of each component of the
distributions (e.g., ordinary income rate for ordinary income
distributions, short-term capital gain rate for short-term capital gain
distributions, long-term capital gain rate for long-term capital gain
distributions). Note that the required tax rates may vary over the
measurement period. Disregard any potential tax liabilities other than
Federal tax liabilities (e.g., state and local taxes); the effect of
phaseouts of certain exemptions, deductions, and credits at various
income levels; and the impact of the Federal alternative minimum tax.
    5. Include all recurring fees that are charged to all shareholder
accounts. For any account fees that vary with the size of the account,
assume an account size equal to the Fund's mean (or median) account
size. Assume that no additional taxes or tax credits result from any
redemption of shares required to pay such fees. Reflect, as
appropriate, any recurring fees charged to shareholder accounts that
are paid other than by redemption of the Fund's shares.
    6. Determine the ending value by assuming a complete redemption at
the end of the 1-, 5-, or 10-year periods and the deduction of all
nonrecurring charges deducted at the end of each period. If
shareholders are assessed an exit charge, assume the maximum exit
charge is deducted at the times, in the amounts, and under the terms
disclosed in the prospectus. Assume that the redemption has no tax
consequences.
    7. State the average annual total return (after taxes on
distributions) quotation to the nearest hundredth of one percent.
    (3) Average Annual Total Return (After Taxes on Distributions and
Redemption) Quotation. For the 1-, 5-, and 10-year periods ended on the
date of the most recent balance sheet included in the registration
statement (or for the periods the Fund has been in operation),
calculate the Fund's average annual total return (after taxes on
distributions and redemption) by finding the average annual compounded
rates of return over the 1-, 5-, and 10-year periods (or for the
periods of the Fund's operations) that would equate the initial amount
invested to the ending value, according to the following formula:

P(1 + T)\n\ = ATVDR

Where:

P = a hypothetical initial payment of $1,000.
T = average annual total return (after taxes on distributions and
redemption).
n = number of years.
ATVDR = ending value of a hypothetical $1,000 payment
made at the beginning of

the 1-, 5-, or 10-year periods (or fractional portion), after taxes
on fund distribution and redemption.
Instructions
    1. Assume the maximum purchase charge (or other charges deducted
from payments) is deducted from the initial $1,000 payment.
    2. Assume all distributions by the Fund, less the taxes due on such
distributions, are reinvested at the price stated in the prospectus
(including any purchase charge imposed upon reinvestment of dividends)
on the reinvestment dates during the period.
    3. Calculate the taxes due on any distributions by the Fund by
applying the tax rates specified in Instruction 4 to each component of
the distributions on the reinvestment date (e.g., ordinary income,
short-term capital gain, long-term capital gain). The taxable amount
and tax character of each distribution should be as specified by the
Fund on the dividend declaration date, but may be adjusted to reflect
subsequent recharacterizations of distributions. Distributions should
be adjusted to reflect the Federal tax impact the distribution would
have on an individual taxpayer on the reinvestment date. For example,
assume no taxes are due on the portion of any distribution that would
not result in Federal income tax on an individual, e.g., tax-exempt
interest or non-taxable returns of capital. The effect of applicable
tax credits, such as the foreign tax credit, should be taken into
account in accordance with Federal tax law.
    4. Calculate the taxes due using the highest individual marginal
Federal income tax rates in effect on the reinvestment date. The rates
used should correspond to the tax character of each component of the
distributions (e.g., ordinary income rate for ordinary income
distributions, short-term capital gain rate for short-term capital gain
distributions, long-term capital gain rate for long-term capital gain
distributions). Note that the required tax rates may vary over the
measurement period. Disregard any potential tax liabilities other than
Federal tax liabilities (e.g., state and local taxes); the effect of
phaseouts of certain exemptions, deductions, and credits at various
income levels; and the impact of the Federal alternative minimum tax.
    5. Include all recurring fees that are charged to all shareholder
accounts. For any account fees that vary with the size of the account,
assume an account size equal to the Fund's mean (or median) account
size. Assume that no additional taxes or tax credits result from any
redemption of shares required to pay such fees. Reflect, as
appropriate, any recurring fees charged to shareholder accounts that
are paid other than by redemption of the Fund's shares.
    6. Determine the ending value by assuming a complete redemption at
the end of the 1-, 5-, or 10-year periods and the deduction of all
nonrecurring charges deducted at the end of each period. If
shareholders are assessed an exit charge, assume the maximum exit
charge is deducted at the times, in the amounts, and under the terms
disclosed in the prospectus.
    7. Determine the ending value by subtracting capital gains taxes
resulting from the redemption and adding the tax benefit from capital
losses resulting from the redemption.
    (a) Calculate the capital gain or loss upon redemption by
subtracting the tax basis from the redemption proceeds (after deducting
any nonrecurring charges as specified by Instruction 6).
    (b) The Fund should separately track the basis of shares acquired
through the $1,000 initial investment and each subsequent purchase
through reinvested distributions. In determining the basis for a
reinvested distribution, include the distribution net of taxes assumed
paid from the distribution, but not net of any purchase charges imposed
upon reinvestment. Tax basis should be adjusted for any distributions
representing returns of capital and any other tax basis adjustments
that would apply to an individual taxpayer, as permitted by applicable
Federal tax law.
    (c) The amount and character (e.g., short-term or long-term) of
capital gain or loss upon redemption should be separately determined
for shares acquired through the $1,000 initial investment and each
subsequent purchase through reinvested distributions. The Fund should
not assume that shares acquired through reinvestment of distributions
have the same holding period as the initial $1,000 investment. The tax
character should be determined by the length of the measurement period
in the case of the initial $1,000 investment and the length of the
period between reinvestment and the end of the measurement period in
the case of reinvested distributions.
    (d) Calculate the capital gains taxes (or the benefit resulting
from tax losses) using the highest Federal individual capital gains tax
rate for gains of the appropriate character in effect on the redemption
date and in accordance with Federal tax law applicable on the
redemption date. For example, applicable Federal tax law should be used
to determine whether and how gains and losses from the sale of shares
with different holding periods should be netted, as well as the tax
character (e.g., short-term or long-term) of any resulting gains or
losses. Assume that a shareholder has sufficient capital gains of the
same character from other investments to offset any capital losses from
the redemption so that the taxpayer may deduct the capital losses in
full.
    8. State the average annual total return (after taxes on
distributions and redemption) quotation to the nearest hundredth of one
percent.
    (4) Yield Quotation. Based on a 30-day (or one month) period ended
on the date of the most recent balance sheet included in the
registration statement, calculate the Fund's yield by dividing the net
investment income per share earned during the period by the maximum
offering price per share on the last day of the period, according to
the following formula:

[GRAPHIC] [TIFF OMITTED] TP05NO20.005

Where:

a = dividends and interest earned during the period.
b = expenses accrued for the period (net of reimbursements).
c = the average daily number of shares outstanding during the period
that were entitled to receive dividends.
d = the maximum offering price per share on the last day of the
period.
Instructions
    1. To calculate interest earned on debt obligations for purposes of
``a'' above:
    (a) Calculate the yield to maturity of each obligation held by the
Fund based on the market value of the obligation (including actual
accrued interest) at the close of business on the last business day of
each month or, with respect to obligations purchased during the month,
the purchase price (plus actual accrued interest). The maturity of an
obligation with a call provision(s) is the next call date on which the
obligation reasonably may be expected to be called, or if none, the
maturity date.
    (b) Divide the yield to maturity by 360 and multiply the quotient
by the market value of the obligation (including actual accrued
interest) to determine the interest income on the obligation for each
day of the subsequent month that the obligation is in the portfolio.
Assume that each month has 30 days.
    (c) Total the interest earned on all debt obligations and all
dividends accrued on all equity securities during the 30-day (or one
month) period. Although the period for calculating interest earned is
based on calendar

months, a 30-day yield may be calculated by aggregating the daily
interest on the portfolio from portions of 2 months. In addition, a
Fund may recalculate daily interest income on the portfolio more than
once a month.
    (d) For a tax-exempt obligation issued without original issue
discount and having a current market discount, use the coupon rate of
interest in lieu of the yield to maturity. For a tax-exempt obligation
with original issue discount in which the discount is based on the
current market value and exceeds the then-remaining portion of original
issue discount (market discount), base the yield to maturity on the
imputed rate of the original issue discount calculation. For a tax-
exempt obligation with original issue discount, where the discount
based on the current market value is less than the then-remaining
portion of original issue discount (market premium), base the yield to
maturity on the market value.
    2. For discount and premium on mortgage or other receivables-backed
obligations that are expected to be subject to monthly payments of
principal and interest (``paydowns''):
    (a) Account for gain or loss attributable to actual monthly
paydowns as an increase or decrease to interest income during the
period; and
    (b) The Fund may elect:
    (i) To amortize the discount and premium on the remaining
securities, based on the cost of the securities, to the weighted
average maturity date, if the information is available, or to the
remaining term of the securities, if the weighted average maturity date
is not available; or
    (ii) Not to amortize the discount or premium on the remaining
securities.
    3. Solely for the purpose of calculating yield, recognize dividend
income by accruing 1/360 of the stated dividend rate of the security
each day that the security is in the portfolio.
    4. Do not use equalization accounting in calculating yield.
    5. Include expenses accrued under a plan adopted under rule 12b-1
in the expenses accrued for the period. Reimbursement accrued under the
plan may reduce the accrued expenses, but only to the extent the
reimbursement does not exceed expenses accrued for the period.
    6. Include in the expenses accrued for the period all recurring
fees that are charged to all shareholder accounts in proportion to the
length of the base period. For any account fees that vary with the size
of the account, assume an account size equal to the Fund's mean (or
median) account size.
    7. If a broker-dealer or an affiliate of the broker-dealer (as
defined in rule 1-02(b) of Regulation S-X [17 CFR 210.1-02(b)]) has, in
connection with directing the Fund's brokerage transactions to the
broker-dealer, provided, agreed to provide, paid for, or agreed to pay
for, in whole or in part, services provided to the Fund (other than
brokerage and research services as those terms are used in section
28(e) of the Securities Exchange Act [15 U.S.C. 78bb(e)]), add to
expenses accrued for the period an estimate of additional amounts that
would have been accrued for the period if the Fund had paid for the
services directly in an arm's length transaction.
    8. Undeclared earned income, calculated in accordance with
generally accepted accounting principles, may be subtracted from the
maximum offering price. Undeclared earned income is the net investment
income that, at the end of the base period, has not been declared as a
dividend, but is reasonably expected to be and is declared as a
dividend shortly thereafter.
    9. Disclose the amount or specific rate of any nonrecurring account
or sales charges.
    10. If, in connection with the sale of the Fund's shares, an exit
charge payable in installments is imposed, the ``maximum public
offering price'' includes the aggregate amount of the installments
(``installment charge amount'').
    (5) Tax Equivalent Yield Quotation. Based on a 30-day (or one
month) period ended on the date of the most recent balance sheet
included in the registration statement, calculate the Fund's tax
equivalent yield by dividing that portion of the Fund's yield (as
calculated under paragraph (b)(2)) that is tax-exempt by 1 minus a
stated income tax rate and adding the quotient to that portion, if any,
of the Fund's yield that is not tax-exempt.
    (6) Non-Standardized Performance Quotation. A Fund may calculate
performance using any other historical measure of performance (not
subject to any prescribed method of computation) if the measurement
reflects all elements of return.

Item 27. Financial Statements

    (a) Include, in a separate section following the responses to the
preceding Items, the financial statements and schedules required by
Regulation S-X. The specimen price- make-up sheet required by
Instruction 4 to Item 23(c) may be provided as a continuation of the
balance sheet specified by Regulation S-X.
Instructions
    1. The statements of any subsidiary that is not a majority-owned
subsidiary required by Regulation S-X may be omitted from Part B and
included in Part C.
    2. In addition to the requirements of rule 3-18 of Regulation S-X
[17 CFR 210.3-18], any Fund registered under the Investment Company Act
that has not previously had an effective registration statement under
the Securities Act must include in its initial registration statement
under the Securities Act any additional financial statements and
condensed financial information (which need not be audited) necessary
to make the financial statements and condensed financial information
included in the registration statement current as of a date within 90
days prior to the date of filing.

Item 27A. Annual and Semi-Annual Shareholder Report

    (a) Annual and Semi-Annual Reports. Every annual shareholder report
required by rule 30e-1 must contain the information required by
paragraphs (b) through (i) of this Item and may contain the information
permitted by paragraph (j) of this Item. Every semi-annual shareholder
report required by rule 30e-1 must contain the information required by
paragraphs (b), (c), (e), (f), (h), and (i) of this Item and may
contain other information permitted or required in annual shareholder
reports.
Instructions
    1. For annual shareholder reports, disclose the information
required or permitted by paragraphs (b) through (j) of this Item in the
same order as these items appear below. In an annual shareholder report
that appears on a website or is otherwise provided electronically,
organize the information in a manner that gives each item similar
prominence as that provided by the order prescribed in this
Instruction.
    2. For semi-annual shareholder reports, disclose the information
that must appear in the report pursuant to paragraph (a) of this Item
in the same order as these items appear below. Any other information
permitted in annual shareholder reports, which the Fund chooses to
include in its semi-annual shareholder report pursuant to this Item,
must also be included in the same order as these items appear below.
For example, if a Fund chooses to include the information described in
paragraph (g) in its semi-annual shareholder report, the information in
the Fund's semi-annual report must appear in the following order:
Paragraphs (b), (c), (e),

(f), (g), (h), and (i). In a semi-annual shareholder report that
appears on a website or electronically, organize the information in a
manner that gives each item similar prominence as that provided by the
order prescribed in this Instruction.
    3. Do not include information in an annual or semi-annual
shareholder report other than disclosure that Item 27A and its
Instructions require or permit in annual or semi-annual shareholder
reports, as applicable, or as provided by rule 8b-20 under the
Investment Company Act [17 CFR 270.8b-20].
    4. Prepare a separate annual or semi-annual shareholder report for
each Series of a Fund.
    5. A Fund may not incorporate by reference any information into its
annual or semi-annual shareholder report.
    6. Use plain English in an annual or semi-annual shareholder
report, taking into consideration Fund shareholders' level of financial
experience. Include white space and use other design features to make
the annual or semi-annual shareholder report easy to read. The annual
or semi-annual shareholder report should be concise and direct.
Specifically: (i) Use short sentences and paragraphs; (ii) use
definite, concrete, everyday words; (iii) use active voice; (iv) avoid
legal jargon or highly technical business terms unless clearly
explained; (v) avoid multiple negatives; (vi) use ``you,'' ``we,'' etc.
to speak directly to shareholders; and (vii) use descriptive headers
and sub-headers. Do not use vague or imprecise ``boilerplate.''
    7. If a required disclosure is inapplicable, a Fund may omit the
disclosure from an annual or semi-annual shareholder report. A Fund may
modify a required legend or narrative information if the modified
language contains comparable information.
    8. Funds should use design techniques that promote effective
communication. Funds are encouraged to use, as appropriate, question-
and-answer formats, charts, graphs, tables, bullet lists, and other
graphics or text features to respond to the required disclosures.
    For an annual or semi-annual shareholder report that appears on a
website or is otherwise provided electronically, funds are encouraged
to use online tools (for example, tools that populate discrete sets of
information based on investor selections--e.g., Class-specific
information, performance information over different time horizons, or
the dollar value used to illustrate the Fund's expenses or to populate
the performance line graph, as applicable). The default presentation
must use the value that the applicable form requirement prescribes.
Funds also may include: (i) A means of facilitating electronic access
to video or audio messages, or other forms of information (e.g.,
hyperlink, website address, Quick Response Code (``QR code''), or other
equivalent methods or technologies); (ii) mouse-over windows; (iii)
pop-up boxes; (iv) chat functionality; (v) expense calculators; or (vi)
other forms of electronic media, communications, or tools designed to
enhance an investor's understanding of material in the annual or semi-
annual shareholder report. Any information that is not included in the
annual or semi-annual shareholder report filed on Form N-CSR shall have
the same status, under the Federal securities laws, as any other
website or electronic content that the Fund produces or disseminates.
    9. In an annual or semi-annual shareholder report posted on a
website or otherwise provided electronically, Funds must provide a
means of facilitating access to any information that is referenced in
the annual or semi-annual shareholder report if the information is
available online, including, for example, hyperlinks to the Fund's
prospectus and financial statements. In an annual or semi-annual
shareholder report that is delivered in paper format, Funds may include
website addresses, QR codes, or other means of facilitating access to
such information. Funds must provide a link specific enough to lead
investors directly to the particular information, rather than to the
home page or section of the fund's website other than on which the
information is posted. The link may be to a central site central site
with prominent links to the referenced information.
    10. Explanatory or supplemental information included in an annual
or semi-annual shareholder report under Instruction 8 or 9 may not,
because of the nature, quantity, or manner of presentation, obscure or
impede understanding of the information that must be included. When
using interactive graphics or tools, Funds may include instructions on
their use and interpretation.
    11. Unless otherwise indicated, the reporting period for an annual
shareholder report is the Fund's most recent fiscal year, and the
reporting period for a semi-annual shareholder report is the Fund's
most recent fiscal half-year.
    12. The Fund's annual or semi-annual shareholder report must be
given greater prominence than other materials that accompany the
report, with the exception of other shareholder reports, summary
prospectuses or statutory prospectuses (both as defined in rule 498
under the Securities Act [17 CFR 230.498]), or a notice of internet
availability of proxy materials under rule 14a-6 under the Securities
Exchange Act [17 CFR 240.14a-6].
    13. In an annual or semi-annual shareholder report posted on a
website or otherwise provided electronically, Funds may satisfy
legibility requirements applicable to printed documents by presenting
all required information in a format that promotes effective
communication as described in Instruction 8. The body of every printed
annual or semi-annual shareholder report and other tabular data
included therein shall comply with the applicable legibility of
prospectus requirements set forth in rule 420 under the Securities Act
of 1933.
    (b) Cover Page or Beginning of Annual or Semi-Annual Shareholder
Report. Include on the cover page or at the beginning of the annual or
semi-annual shareholder report:
    (1) The Fund's name and the Class or Classes, if any, to which the
annual or semi-annual shareholder report relates.
    (2) The exchange ticker symbol of the Fund's shares or, if the
annual or semi-annual shareholder report relates to one or more Classes
of the Fund's shares, adjacent to each such Class, its exchange ticker
symbol. If the Fund is an Exchange-Traded Fund, also identify the
principal U.S. market or markets on which the Fund's shares are traded.
    (3) A statement identifying the document as an ``annual shareholder
report'' or a ``semi-annual shareholder report,'' as applicable.
    (4) The following statement:
    This [annual or semi-annual] shareholder report contains important
information about [the Fund] for the period of [beginning date] to [end
date] [as well as certain changes to the Fund]. You can find additional
information about the Fund at [______]. You can also request this
information by contacting us at [______].
Instructions
    1. A Fund may include graphics, logos, and other design or text
features on the cover page or at the beginning of its annual or semi-
annual shareholder report to help shareholders identify the materials
as the Fund's annual or semi-annual shareholder report.
    2. In the statement required under paragraph (b)(4), provide the
toll-free telephone number and, as applicable, email address that
shareholders can use to request additional information about

the Fund. Provide a website address where information about the Fund is
available. The website address must be specific enough to lead
shareholders directly to the materials that are required to be
accessible under rule 30e-1, rather than to the home page or a section
of the website other than on which the materials are posted. The
website may be a central site with prominent links to the materials
that must be accessible under rule 30e-1. In addition to the website
address, a Fund may include other ways an investor can find or request
additional information about the Fund (e.g., QR code, mobile
application). A Fund that discloses material fund changes under
paragraph (g) of this Item 27A must include the bracketed language in
the required statement referring to certain changes to the Fund.
    (c) Fund Expenses.
    In a table, provide the expenses of an ongoing $10,000 investment
in the Fund during the reporting period. The table must show: (i) The
beginning value of the account; (ii) total return during the period,
before deducting expenses; (iii) expenses in dollars paid during the
period; (iv) the ending value of the account based on net asset value
return; (v) for ETFs only, the ending value of the account based on
market value return; and (vi) expenses as a percent of an investor's
investment in the Fund (i.e. expense ratio).
[GRAPHIC] [TIFF OMITTED] TP05NO20.006

Instructions
    1. General.
    (a) Round all percentages in the table to the nearest hundredth of
one percent and round all dollar figures in the table to the nearest
dollar.
    (b) Provide the amounts in each of the columns as a mathematical
expression, as appropriate (i.e., include +,-and = symbols). Costs paid
during the period must be expressed as a negative amount. Total return,
if negative during the period, must be expressed as a negative amount.
    (c) Use text and/or table features to make the ``costs paid'' and
``costs paid as a percentage of your investment'' columns more
noticeable and more prominent than the other columns of the table
through, for example: Graphics, larger font size, different border
width or column shading, or different colors or font styles.
    (d) If the Fund is a Feeder Fund, reflect the aggregate expenses of
the Feeder Fund and the Master Fund. In a footnote to the expense
table, state that the expense table reflects the expenses of both the
Feeder and Master Funds.
    (e) If the report covers more than one Class of a Multiple Class
Fund, provide a separate expense table, or a separate line item in the
expense table, for each Class.
    (f) In a footnote to the ``Total return before costs paid'' column,
the Fund must qualitatively describe, in plain English under rule
421(d) under the Securities Act, other costs included in total return,
if material to the fund. For example, if applicable, the Fund must
explain that the total return includes fund investment transaction
costs, securities lending costs, or acquired fund fees and expenses,
which materially reduced total return.
    (g) In a footnote to the ``Costs paid'' and the ``Costs paid as a
percentage of your investment'' columns, the Fund must briefly explain,
in plain English under rule 421(d) under the Securities Act, that the
table does not reflect shareholder transaction costs associated with
purchasing or selling Fund shares.
    (h) If the Fund is an Exchange-Traded Fund:
    (i) In addition to the ``Ending account value'' column (which, for
an Exchange-Traded Fund, must be titled ``Ending account value (based
on net asset value return)''), also provide the ``Ending account value
(based on market value return)'' column in the expense table.
    (ii) Modify the narrative explanation to state that investors may
pay brokerage commissions on their purchases and sales of Exchange-
Traded Fund shares, which are not reflected in the expense table; and
    (iii) Exclude any fees charged for the purchase and redemption of
the Fund's creation units.
    (i) If the Fund's annual or semi-annual shareholder report covers a
period of time that is less than the full reporting period of the
annual or semi-annual report, the Fund must include a footnote to the
table to briefly explain

that expenses for the full reporting period would be higher.
    (j) If the disclosed expenses include extraordinary expenses, the
Fund may include a brief footnote to the ``Costs paid as a percentage
of your investment'' column disclosing what actual costs would have
been if extraordinary expenses were not included. ``Extraordinary
expenses'' refers to expenses that are distinguished by their unusual
nature and by the infrequency of their occurrence. Unusual nature means
the expense has a high degree of abnormality and is clearly unrelated
to, or only incidentally related to, the ordinary and typical
activities of the Fund, taking into account the environment in which
the Fund operates. Infrequency of occurrence means the expense is not
reasonably expected to recur in the foreseeable future, taking into
consideration the environment in which the Fund operates. The
environment of a Fund includes such factors as the characteristics of
the industry or industries in which it operates, the geographical
location of its operations, and the nature and extent of government
regulation.
    2. Computation.
    (a) To determine ``Costs paid,'' multiply the figure in the ``Cost
paid as a percentage of your investment'' column by the average account
value over the period based on an investment of $10,000 at the
beginning of the period.
    (b) Assume reinvestment of all dividends and distributions.
    (c) In the annual shareholder report, disclose the expense ratio in
the ``Costs paid as a percentage of your investment'' column as it
appears in the Fund's most recent audited financial statements or
financial highlights. In the semi-annual shareholder report, the Fund's
expense ratio in the ``Costs paid as a percentage of your investment
column'' should be calculated in the manner required by Instruction
4(b) to Item 13(a) using the expenses for the Fund's most recent fiscal
half-year. Express the expense ratio on an annualized basis.
    (d) The figure reflected in the ``Total return before costs paid''
column should equal the figure in the ``Ending account value (based on
net asset value return)'' column less the figure in the ``Beginning
account value'' column less the figure in the ``Costs paid'' column.
    (e) To calculate the Fund's ``Ending account value (based on net
asset value return),'' multiply $10,000 by the Fund's net asset value
return. In the annual shareholder report, use the Fund's net asset
value return as it appears in the Fund's most recent audited financial
statements or financial highlights. In the semi-annual report, the
Fund's net asset value return should be calculated in the manner
required by Instruction 3 to Item 13(a).
    (f) For Exchange-Traded Funds only, calculate the Fund's ``Ending
account value (based on market value return)'' by multiplying $10,000
by the Fund's market value return. In the semi-annual report, the
Fund's market value return should be calculated in the manner required
by Instruction 3 to Item 13(a). In the annual shareholder report, use
the Fund's market value return as it appears in the Fund's most recent
audited financial statements or financial highlights.
    (d) Management's Discussion of Fund Performance. Disclose the
following information unless the Fund is a Money Market Fund:
    (1) Briefly summarize the key factors that materially affected the
Fund's performance during the reporting period, including the relevant
market conditions and the investment strategies and techniques used by
the Fund's investment adviser.
Instruction
    1. As appropriate, use graphics or text features, such as bullet
lists or tables, to present the key factors. Do not include a lengthy,
generic, or overly broad discussion of the factors that generally
affected market performance during the reporting period.
    (2) Line graph and table.
    (i) Provide a line graph comparing the initial and subsequent
account values at the end of each of the most recently completed 10
fiscal years of the Fund (or for the life of the Fund, if shorter), but
only for periods subsequent to the effective date of the Fund's
registration statement. Assume a $10,000 initial investment at the
beginning of the first fiscal year in an appropriate broad-based
securities market index for the same period.
    (ii) In a table placed within or next to the graph, provide the
Fund's average annual total returns for the 1-, 5-, and 10-year periods
as of the end of the reporting period (or for the life of the Fund, if
shorter), but only for periods subsequent to the effective date of the
Fund's registration statement. Separately provide the average annual
total returns with and without sales charges, as applicable. Also
provide the average annual total returns of an appropriate broad-based
securities market index for the same periods.
    (iii) Include a statement accompanying the graph and table to the
effect that:
    (A) The Fund's past performance is not a good predictor of the
Fund's future performance. Use text features to make the statement
noticeable and prominent through, for example: Graphics, larger font
size, or different colors or font styles.
    (B) The graph and table do not reflect the deduction of taxes that
a shareholder would pay on fund distributions or redemption of fund
shares.
Instructions
    1. Line Graph Computation.
    (a) Assume that the initial investment was made at the offering
price last calculated on the business day before the first day of the
first fiscal year.
    (b) Base subsequent account values on the net asset value of the
Fund last calculated on the last business day of the first and each
subsequent fiscal year.
    (c) Calculate the final account value by assuming the account was
closed and redemption was at the price last calculated on the last
business day of the reporting period.
    (d) Base the line graph on the Fund's required minimum initial
investment if that amount exceeds $10,000.
    2. Sales Load. Reflect any purchase charges (or any other fees
charged at the time of purchasing shares or opening an account) by
beginning the line graph at the amount that actually would be invested
(i.e., assume that the maximum purchase charge, and other charges
deducted from payments, is deducted from the initial $10,000
investment). For a Fund whose shares are subject to a contingent exit
charge, assume the deduction of the maximum exit charge (or other
charges) that would apply for a complete redemption that received the
price last calculated on the last business day of the reporting period.
For any other exit charge, assume that the deduction is in the
amount(s) and at the time(s) that the exit charge actually would have
been deducted.
    3. Dividends and Distributions. Assume reinvestment of all of the
Fund's dividends and distributions on the reinvestment dates during the
period, and reflect any purchase charge imposed upon reinvestment of
dividends or distributions or both.
    4. Account Fees. Reflect recurring fees that are charged to all
accounts.
    (a) For any account fees that vary with the size of the account,
assume a $10,000 account size.
    (b) Reflect, as appropriate, any recurring fees charged to
shareholder accounts that are paid other than by redemption of the
Fund's shares.
    (c) Reflect an annual account fee that applies to more than one
Fund by

allocating the fee in the following manner: Divide the total amount of
account fees collected during the year by the Funds' total average net
assets, multiply the resulting percentage by the average account value
for each Fund and reduce the value of each hypothetical account at the
end of each fiscal year during which the fee was charged.
    5. Table Computation. Compute average annual total returns in
accordance with Item 26(b)(1). To calculate average annual total
returns without sales charges, do not deduct sales charges, as
applicable, as otherwise described in the instructions to Item
26(b)(1). For the Fund's 1-year annual total return without sales
charges in an annual shareholder report, use the 1-year total return in
the Fund's most recent audited financial highlights.
    6. Appropriate Broad-Based Securities Market Index. For purposes of
this Item, an ``appropriate broad-based securities market index'' is
one that is administered by an organization that is not an affiliated
person of the Fund, its investment adviser, or principal underwriter,
unless the index is widely recognized and used. A ``broad-based index''
is an index that represents the overall applicable domestic or
international equity or debt markets, as appropriate. Adjust the index
to reflect the reinvestment of dividends on securities in the index,
but do not reflect the expenses of the Fund.
    7. Additional Indexes. A Fund is encouraged to compare its
performance not only to the required broad-based index, but also to
other more narrowly based indexes that reflect the market sectors in
which the Fund invests. A Fund also may compare its performance to an
additional broad-based index, or to a non-securities index (e.g., the
Consumer Price Index), so long as the comparison is not misleading.
    8. Change in Index. If the Fund uses an index that is different
from the one used for the immediately preceding reporting period,
explain the reason(s) for the change and compare the Fund's annual
change in the value of an investment in the hypothetical account with
the new and former indexes.
    9. Interim Periods. The line graph may compare the ending values of
interim periods (e.g., monthly or quarterly ending values), so long as
those periods are after the effective date of the Fund's registration
statement.
    10. Scale. The axis of the graph measuring dollar amounts may use
either a linear or a logarithmic scale.
    11. New Funds. A New Fund (as defined in Instruction 7 to Item 8A)
is not required to include the information specified by this Item in
its annual shareholder report, unless Form N-1A (or the Fund's annual
Form N-CSR report) contains audited financial statements covering a
period of at least 6 months.
    12. Change in Investment Adviser. If the Fund has not had the same
investment adviser for the previous 10 fiscal years, the Fund may begin
the line graph on the date that the current adviser began to provide
advisory services to the Fund so long as:
    (a) Neither the current adviser nor any affiliate is or has been in
``control'' of the previous adviser under section 2(a) (9) [15 U.S.C.
80a-2(a)(9)];
    (b) The current adviser employs no officer(s) of the previous
adviser or employees of the previous adviser who were responsible for
providing investment advisory or portfolio management services to the
Fund; and
    (c) The graph is accompanied by a statement explaining that
previous periods during which the Fund was advised by another
investment adviser are not shown.
    13. Multiple Class Funds.
    (a) Provide information about account values in the line graph
under Item 27A(d)(2)(i) for at least one Class. The Fund can select
which Class to include (e.g., the oldest Class, the Class with the
greatest net assets) if the Fund:
    (i) Selects the Class with 10 or more years of annual returns if
other Classes have fewer than 10 years of annual returns;
    (ii) Selects the Class with the longest period of annual returns
when the Classes all have fewer than 10 years of annual returns; and
    (iii) If the Fund provides account values in the line graph for a
Class that is different from the Class selected for the most
immediately preceding annual shareholder report, briefly explain in a
footnote to the line graph the reasons for selecting a different Class.
    (b) Provide information about each Class's average annual total
returns in the table under Item 27A(d)(2)(ii).
    14. Material Changes. If a material change to the Fund has occurred
during the period covered by the line graph and table, such as a change
in investment adviser or a change to the Fund's investment strategies,
the Fund may include a brief legend or footnote to describe the
relevant change and when it occurred.
    15. Availability of Updated Performance Information. If the Fund
provides updated performance information on its website or through
other widely accessible mechanisms, direct shareholders to where they
can find this information.
    (3) If the Fund has a policy or practice of maintaining a specified
level of distributions to shareholders, disclose if the Fund was unable
to meet the specified level of distribution during the reporting
period. Also discuss the extent to which the Fund's distribution policy
resulted in distributions of capital.
    (4) For an Exchange-Traded Fund, provide a table showing the number
of days the Market Price of the Fund shares was greater than the Fund's
net asset value and the number of days it was less than the Fund's net
asset value (i.e., premium or discount) for the most recently completed
calendar year, and the most recently completed calendar quarters since
that year (or the life of the Fund, if shorter). The Fund may omit the
information required by this paragraph if it satisfies the requirements
of paragraphs (c)(1)(ii)-(iv) and (c)(1)(vi) of Rule 6c-11 [17 CFR
270.6c-11(c)(1)(ii)-(iv) and (c)(1)(vi)] under the Investment Company
Act.
Instructions
    1. Provide the information in tabular form.
    2. Express the information as a percentage of the net asset value
of the Exchange-Traded Fund, using separate columns for the number of
days the Market Price was greater than the Fund's net asset value and
the number of days it was less than the Fund's net asset value. Round
all percentages to the nearest hundredth of one percent.
    3. Adjacent to the table, provide a brief explanation that:
Shareholders may pay more than net asset value when they buy Fund
shares and receive less than net asset value when they sell those
shares, because shares are bought and sold at current market prices.
    4. Include a statement that the data presented represents past
performance and cannot be used to predict future results.
    (e) Fund Statistics. Disclose the Fund's net assets, total number
of portfolio holdings, and portfolio turnover rate as of the end of the
reporting period. A Fund may provide additional statistics that the
Fund believes would help shareholders better understand the Fund's
activities and operations during the reporting period (e.g., tracking
error, maturity, duration, average credit quality, or yield).
Instructions
    1. If the Fund provides a statistic that is otherwise described in
this form, it must follow any associated instructions describing the
calculation method for the relevant statistic.

    2. As appropriate, use graphics or text features, such as bullet
lists or tables, to present the fund statistics.
    3. If the Fund provides a statistic in a shareholder report that is
otherwise included in, or could be derived from, the Fund's financial
statements or financial highlights, the fund must use or derive such
statistic from the Fund's most recent financial statements or financial
highlights.
    4. A Fund may briefly describe the significance or limitations of
any disclosed statistics in a parenthetical, footnote, or similar
presentation.
    5. A Fund may include additional statistics only if they are
reasonably related to the Fund's investment strategy.
    (f) Graphical Representation of Holdings. One or more tables,
charts, or graphs depicting the portfolio holdings of the Fund, as of
the end of the reporting period, by reasonably identifiable categories
(e.g., type of security, industry sector, geographic regions, credit
quality, or maturity) showing the percentage of (i) net asset value,
(ii) total investments, (iii) net exposure, or (iv) total exposure
attributable to each. The categories and the basis of the presentation
should be disclosed in a manner reasonably designed to depict clearly
the types of investments made by the Fund, given its investment
objectives. A fund that uses ``net exposure'' or ``total exposure'' as
a basis for representing its holdings may also include a brief
explanation of this presentation. If the Fund depicts portfolio
holdings according to the credit quality, it should include a brief
description of how the credit quality of the holdings were determined,
and if credit ratings, as defined in section 3(a)(60) of the Securities
Exchange Act [15 U.S.C. 78(c)(a)(60)], assigned by a credit rating
agency, as defined in section 3(a)(61) of the Securities Exchange Act
[15 U.S.C. 78(c)(a)(61)], are used, concisely explain how they were
identified and selected. This description should be included near, or
as part of, the graphical representation.
    (g) Material Fund Changes. Briefly describe any material change,
with respect to any of the following items, that has occurred since the
beginning of the reporting period or that the Fund plans to make in
connection with updating its prospectus under section 10(a)(3) of the
Securities Act for the current fiscal year. The Fund also may describe
other material changes that it would like to disclose to its
shareholders.
    (1) The Fund's name (as described in Item 1(a)(1));
    (2) The Fund's investment objectives or goals (as described in Item
2);
    (3) With respect to material increases, the Fund's ongoing annual
fees, transaction fees, or maximum account fee (as described in Item
3);
    (4) The Fund's principal investment strategies (as described in
Item 4(a));
    (5) The principal risks of investing in the Fund (as described in
Item 4(b)(1));
    (6) The Fund's investment adviser(s) (as described in Item 5(a));
and
    (7) The Fund's portfolio manager(s) (as described in Item 5(b)).
Instructions
    1. Provide a concise description of each material change that the
fund describes as specified in this Item 27A(g). Provide enough detail
to allow shareholders to understand each change and how each change may
affect shareholders.
    2. Include a legend to the effect of the following: ``This is a
summary of certain changes [and planned changes] to the Fund since
[date]. For more complete information, you may review the Fund's next
prospectus, which we expect to be available by [date] at [____] or upon
request at [____].'' Provide the toll-free telephone number and, as
applicable, email address that shareholders can use to request copies
of the Fund's prospectus. If the updated prospectus will be made
available on a website, provide the address of the central site where a
link to the prospectus will be available.
    3. A Fund is not required to disclose a material change that
occurred during the reporting period if the Fund already disclosed this
change in its last annual shareholder report because, for example, the
change occurred before the last annual shareholder report was
transmitted to shareholders or the Fund planned to make the change in
connection with updating its prospectus under section 10(a)(3) of the
Securities Act at that time.
    (h) Changes in and Disagreements with Accountants. If the Fund is
required to disclose on Form N-CSR the information that Item 304(a)(1)
of Regulation S-K [17 CFR 229.304] requires, provide:
    (1) A statement of whether the former accountant resigned, declined
to stand for re-election, or was dismissed and the date thereof; and
    (2) A brief, plain English description of disagreements(s) with the
former accountant during the Fund's two most recent fiscal years and
any subsequent interim period that the Fund discloses on Form N-CSR.
    (i) Statement Regarding Liquidity Risk Management Program. If the
board of directors reviewed the Fund's liquidity risk management
program pursuant to rule 22e-4(b)(2)(iii) of the Act [17 CFR 270.22e-
4(b)(2)(iii)] during the Fund's most recent fiscal half-year, briefly
summarize the: (i) Key factors or market events that materially
affected the fund's liquidity risk during the reporting period; (ii)
key features of the Fund's liquidity risk management program; and (iii)
effectiveness of the Fund's liquidity risk management program over the
past year.
Instructions
    1. The disclosure responsive to this item should be tailored to the
fund rather than rely on generic, standard disclosures.
    2. If the board reviews the liquidity risk management program more
frequently than annually, a fund may choose to include the discussion
of the program's operation and effectiveness over the past year in one
of either the fund's annual or semi-annual reports, but does not need
to include it in both reports.
    (j) Availability of Additional Information. Provide a brief, plain
English statement that certain additional Fund information is available
on the Fund's website. Include plain English references to, as
applicable, the fund's prospectus, financial information, holdings, and
proxy voting information. A Fund may also refer to other information
available on the Fund's website if it reasonably believes that
shareholders would likely view the information as important.
Instructions
    1. Provide means of facilitating shareholders' access to the
additional information in accordance with Instruction 9 to Item 27A(a).
    2. If the Fund provides prominent links to the additional
information it refers to under this Item 27A(j) on the same central
site the Fund discloses under Item 27A(b), the Fund may state that
materials are available at the website address included at the
beginning of its annual or semi-annual shareholder report. The Fund
would not need to provide other means of facilitating shareholders'
access to the relevant additional information under these
circumstances.
    (k) Householding. A Fund may include disclosure required under rule
30e-1(e)(3) [17 CFR 270.30e-1(e)(3)] or rule 498B(c)(3) under the
Securities Act [17 CFR 230.498B(c)(3)] to explain how shareholders who
have consented to receive a single annual or semi-annual shareholder
report or notice of material

changes at a shared address may revoke this consent.

Part C--Other Information

Item 28. Exhibits

    Subject to General Instruction D regarding incorporation by
reference and rule 483 under the Securities Act [17 CFR 230.483], file
the exhibits listed below as part of the registration statement. Letter
or number the exhibits in the sequence indicated and file copies rather
than originals, unless otherwise required by rule 483. Reflect any
exhibit incorporated by reference in the list below and identify the
previously filed document containing the incorporated material.
    (a) Articles of Incorporation. The Fund's current articles of
incorporation, charter, declaration of trust or corresponding
instruments and any related amendment.
    (b) By-laws. The Fund's current by-laws or corresponding
instruments and any related amendment.
    (c) Instruments Defining Rights of Security Holders. Instruments
defining the rights of holders of the securities being registered,
including the relevant portion of the Fund's articles of incorporation
or by-laws.
    (d) Investment Advisory Contracts. Investment advisory contracts
relating to the management of the Fund's assets.
    (e) Underwriting Contracts. Underwriting or distribution contracts
between the Fund and a principal underwriter, and agreements between
principal underwriters and dealers.
    (f) Bonus or Profit Sharing Contracts. Bonus, profit sharing,
pension, or similar contracts or arrangements in whole or in part for
the benefit of the Fund's directors or officers in their official
capacity. Describe in detail any plan not included in a formal
document.
    (g) Custodian Agreements. Custodian agreements and depository
contracts under section 17(f) [15 U.S.C. 80a-17(f)] concerning the
Fund's securities and similar investments, including the schedule of
remuneration.
    (h) Other Material Contracts. Other material contracts not made in
the ordinary course of business to be performed in whole or in part on
or after the filing date of the registration statement.
    (i) Legal Opinion. An opinion and consent of counsel regarding the
legality of the securities being registered, stating whether the
securities will, when sold, be legally issued, fully paid, and
nonassessable.
    (j) Other Opinions. Any other opinions, appraisals, or rulings, and
related consents relied on in preparing the registration statement and
required by section 7 of the Securities Act [15 U.S.C. 77g].
    (k) Omitted Financial Statements. Financial statements omitted from
Item 27.
    (l) Initial Capital Agreements. Any agreements or understandings
made in consideration for providing the initial capital between or
among the Fund, the underwriter, adviser, promoter or initial
shareholders and written assurances from promoters or initial
shareholders that purchases were made for investment purposes and not
with the intention of redeeming or reselling.
    (m) Rule 12b-1 Plan. Any plan entered into by the Fund under rule
12b-1 and any agreements with any person relating to the plan's
implementation.
    (n) Rule 18f-3 Plan. Any plan entered into by the Fund under rule
18f-3, any agreement with any person relating to the plan's
implementation, and any amendment to the plan or an agreement.
    (o) Reserved.
    (p) Codes of Ethics. Any codes of ethics adopted under rule 17j-1
of the Investment Company Act [17 CFR 270.17j-1] and currently
applicable to the Fund (i.e., the codes of the Fund and its investment
advisers and principal underwriters). If there are no codes of ethics
applicable to the Fund, state the reason (e.g., that the Fund is a
Money Market Fund).
Instructions
    1. A Fund that is a Feeder Fund also must file a copy of all codes
of ethics applicable to the Master Fund.
    2. Schedules (or similar attachments) to the exhibits required by
this Item are not required to be filed provided that they do not
contain information material to an investment or voting decision and
that information is not otherwise disclosed in the exhibit or the
disclosure document. Each exhibit filed must contain a list briefly
identifying the contents of all omitted schedules. Registrants need not
prepare a separate list of omitted information if such information is
already included within the exhibit in a manner that conveys the
subject matter of the omitted schedules and attachments. In addition,
the registrant must provide a copy of any omitted schedule to the
Commission or its staff upon request.
    3. The registrant may redact information from exhibits required to
be filed by this Item if disclosure of such information would
constitute a clearly unwarranted invasion of personal privacy (e.g.,
disclosure of bank account numbers, social security numbers, home
addresses and similar information).
    4. The registrant may redact provisions or terms of exhibits
required to be filed by paragraph (h) of this Item if those provisions
or terms are both (1) not material and (2) would likely cause
competitive harm to the registrant if publicly disclosed. If it does
so, the registrant should mark the exhibit index to indicate that
portions of the exhibit or exhibits have been omitted and include a
prominent statement on the first page of the redacted exhibit that
certain identified information has been excluded from the exhibit
because it is both (1) not material and (2) would likely cause
competitive harm to the registrant if publicly disclosed. The
registrant also must indicate by brackets where the information is
omitted from the filed version of the exhibit.
    If requested by the Commission or its staff, the registrant must
promptly provide an unredacted copy of the exhibit on a supplemental
basis. The Commission staff also may request the registrant to provide
its materiality and competitive harm analyses on a supplemental basis.
Upon evaluation of the registrant's supplemental materials, the
Commission or its staff may request the registrant to amend its filing
to include in the exhibit any previously redacted information that is
not adequately supported by the registrant's materiality and
competitive harm analyses. The registrant may request confidential
treatment of the supplemental material pursuant to Rule 83 (Sec.
200.83 of this chapter) while it is in the possession of the Commission
or its staff. After completing its review of the supplemental
information, the Commission or its staff will return or destroy it at
the request of the registrant, if the registrant complies with the
procedures outlined in Rules 418 (Sec.  230.418 of this chapter).
    5. Each exhibit identified in the exhibit index (other than an
exhibit filed in eXtensible Business Reporting Language) must include
an active link to an exhibit that is filed with the registration
statement or, if the exhibit is incorporated by reference, an active
hyperlink to the exhibit separately filed on EDGAR. If the registration
statement is amended, each amendment must include active hyperlinks to
the exhibits required with the amendment.

Item 29. Persons Controlled by or Under Common Control With the Fund

    Provide a list or diagram of all persons directly or indirectly
controlled by or under common control with the Fund. For any person
controlled by another person, disclose the percentage of voting
securities owned by the immediately controlling person or other

basis of that person's control. For each company, also provide the
state or other sovereign power under the laws of which the company is
organized.
Instructions
    1. Include the Fund in the list or diagram and show the
relationship of each company to the Fund and to the other companies
named, using cross-references if a company is controlled through direct
ownership of its securities by two or more persons.
    2. Indicate with appropriate symbols subsidiaries that file
separate financial statements, subsidiaries included in consolidated
financial statements, or unconsolidated subsidiaries included in group
financial statements. Indicate for other subsidiaries why financial
statements are not filed.

Item 30. Indemnification

    State the general effect of any contract, arrangements or statute
under which any director, officer, underwriter or affiliated person of
the Fund is insured or indemnified against any liability incurred in
their official capacity, other than insurance provided by any director,
officer, affiliated person, or underwriter for their own protection.

Item 31. Business and Other Connections of Investment Adviser

    Describe any other business, profession, vocation or employment of
a substantial nature that each investment adviser, and each director,
officer or partner of the adviser, is or has been engaged within the
last two fiscal years for his or her own account or in the capacity of
director, officer, employee, partner, or trustee.
Instructions
    1. Disclose the name and principal business address of any company
for which a person listed above serves in the capacity of director,
officer, employee, partner, or trustee, and the nature of the
relationship.
    2. The names of investment advisory clients need not be given in
answering this Item.

Item 32. Principal Underwriters

    (a) State the name of each investment company (other than the Fund)
for which each principal underwriter currently distributing the Fund's
securities also acts as a principal underwriter, depositor, or
investment adviser.
    (b) Provide the information required by the following table for
each director, officer, or partner of each principal underwriter named
in the response to Item 25:

------------------------------------------------------------------------
               (1)                        (2)                 (3)
------------------------------------------------------------------------
Name and Principal Business       Positions and       Positions and
 Address.                          Offices with        Offices with
                                   Underwriter.        Fund.
------------------------------------------------------------------------

    (c) Provide the information required by the following table for all
commissions and other compensation received, directly or indirectly,
from the Fund during the last fiscal year by each principal underwriter
who is not an affiliated person of the Fund or any affiliated person of
an affiliated person:

----------------------------------------------------------------------------------------------------------------
               (1)                        (2)                 (3)                 (4)                 (5)
----------------------------------------------------------------------------------------------------------------
Name of Principal Underwriter...  Net Underwriting    Compensation on     Brokerage           Other
                                   Discounts and       Redemptions and     Commissions.        Compensation.
                                   Commissions.        Repurchases.
----------------------------------------------------------------------------------------------------------------

Instructions
    1. Disclose the type of services rendered in consideration for the
compensation listed under column (5).
    2. Instruction 1 to Item 25(c) also applies to this Item.

Item 33. Location of Accounts and Records

    State the name and address of each person maintaining physical
possession of each account, book, or other document required to be
maintained by section 31(a) [15 U.S.C. 80a-30(a)] and the rules under
that section.
Instructions
    1. The instructions to Item 20.4 of this form shall also apply to
this item.
    2. Information need not be provided for any service for which total
payments of less than $5,000 were made during each of the last three
fiscal years.
    3. A Fund may omit this information to the extent it is provided in
its most recent report on Form N-CEN [17 CFR 274.101].

Item 34. Management Services

    Provide a summary of the substantive provisions of any management-
related service contract not discussed in Part A or B, disclosing the
parties to the contract and the total amount paid and by whom for the
Fund's last three fiscal years.
Instructions
    1. The instructions to Item 19 also apply to this Item.
    2. Exclude information about any service provided for payments
totaling less than $5,000 during each of the last three fiscal years.

Item 35. Undertakings

    In initial registration statements filed under the Securities Act,
provide an undertaking to file an amendment to the registration
statement with certified financial statements showing the initial
capital received before accepting subscriptions from more than 25
persons if the Fund intends to raise its initial capital under section
14(a)(3) [15 U.S.C. 80a-14(a)(3)].

Signatures

    Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Fund (certifies that it meets all
of the requirement for effectiveness of this registration statement
under rule 485(b) under the Securities Act and) has duly caused this
registration statement to be signed on its behalf by the undersigned,
duly authorized, in the city of ___, and State of ___, on the ___ day
of ___ .
-----------------------------------------------------------------------
Fund

-----------------------------------------------------------------------
By Signature

-----------------------------------------------------------------------
Title

    Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons
in the capacities and on the dates indicated.
-----------------------------------------------------------------------

Signature

-----------------------------------------------------------------------
Title

-----------------------------------------------------------------------
Date

0
20. Amend Form N-CSR (referenced in Sec. Sec.  249.331 and 274.128) by:
0
a. In the third sentence of the second paragraph on the cover page of
Form N-CSR, removing ``450 Fifth Street NW, Washington, DC 20549-0609''
and adding in its place ``100 F Street NE, Washington, DC 20549-1090'';
0
b. In the first sentence of General Instruction D, removing ``Items 4,
5, and 12(a)(1)'' adding in its place ``Items 4, 5, and 17(a)I1)'';
0
c. In the second sentence of Instruction (c) to Item 2(a), removing
``Item 13(a)(1)'' and adding in its place ``Item 18(a)(1)'';
0
d. Revising Item 6(a);
0
e. Redesignating Items 7 through 13 as Items 12 through 18,
respectively;
0
f. Adding Items 7 through 11; and
0
g. In the first sentence of the instruction to paragraph (a)(2) of Item
13, removing ``Item 13(a)(1)'' and adding in its place ``Item
18(a)(1)''.
    The additions read as follows:

    Note:  The text of Form N-CSR does not, and these amendments
will not, appear in the Code of Federal Regulations.

Form N-CSR

* * * * *
    Item 6. Investments.
    File Schedule I--Investments in securities of unaffiliated issuers
as of the close of the reporting period as set forth in Sec.  210.1212
of Regulation S-X [17 CFR 210.12-12], unless the schedule is included
as part of the report to shareholders filed under Item 1 of this Form
or is included in the financial statements filed under Item 7 of this
Form'';
* * * * *
    Item 7. Financial Statements and Financial Highlights for Open-End
Management Investment Companies.
    (a) An open-end management investment company registered on Form N-
1A [17 CFR 239.15A and 17 CFR 274.11A] must file its most recent annual
or semi-annual financial statements required, and for the periods
specified, by Regulation S-X.
    (b) An open-end management investment company registered on Form N-
1A [17 CFR 239.15A and 17 CFR 274.11A] must file the information
required by Item 13 of Form N-1A.
    Instruction to paragraph (a) and (b).
    The financial statements and financial highlights filed under this
Item must be audited and be accompanied by any associated accountant's
report, as defined in rule 1-02(a) of Regulation S-X [17 CFR 210.1-
02(a)], except that in the case of a report on this Form N-CSR as of
the end of a fiscal half-year, the financial statements and financial
highlights need not be audited.
    Item 8. Changes in and Disagreements with Accountants for Open-End
Management Investment Companies.
    An open-end management investment company registered on Form N-1A
[17 CFR 239.15A and 17 CFR 274.11A] must disclose the information
concerning changes in and disagreements with accountants and on
accounting and financial disclosure required by Item 304 of Regulation
S-K [17 CFR 229.304].
    Item 9. Proxy Disclosures for Open-End Management Investment
Companies.
    If any matter was submitted during the period covered by the report
to a vote of shareholders of an open-end management investment company
registered on Form N-1A [17 CFR 239.15A and 17 CFR 274.11A], through
the solicitation of proxies or otherwise, the company must furnish the
following information:
    (1) The date of the meeting and whether it was an annual or special
meeting.
    (2) If the meeting involved the election of directors, the name of
each director elected at the meeting and the name of each other
director whose term of office as a director continued after the
meeting.
    (3) A brief description of each matter voted upon at the meeting
and the number of votes cast for, against or withheld, as well as the
number of abstentions and broker non-votes as to each such matter,
including a separate tabulation with respect to each matter or nominee
for office.
    Instruction. The solicitation of any authorization or consent
(other than a proxy to vote at a shareholders' meeting) with respect to
any matter shall be deemed a submission of such matter to a vote of
shareholders within the meaning of this Item.
    Item 10. Remuneration Paid to Directors, Officers, and Others of
Open-End Management Investment Companies.
    An open-end management investment company registered on Form N-1A
[17 CFR 239.15A and 17 CFR 274.11A] must disclose the aggregate
remuneration paid by the company during the period covered by the
report to:
    (1) All directors and all members of any advisory board for regular
compensation;
    (2) Each director and each member of an advisory board for special
compensation;
    (3) All officers; and
    (4) Each person of whom any officer or director of the Fund is an
affiliated person.
    Item 11. Statement Regarding Basis for Approval of Investment
Advisory Contract.
    If the board of directors approved any investment advisory contract
during the Fund's most recent fiscal half-year, discuss in reasonable
detail the material factors and the conclusions with respect thereto
that formed the basis for the board's approval. Include the following
in the discussion:
    (1) Factors relating to both the board's selection of the
investment adviser and approval of the advisory fee and any other
amounts to be paid by the Fund under the contract. This would include,
but not be limited to, a discussion of the nature, extent, and quality
of the services to be provided by the investment adviser; the
investment performance of the Fund and the investment adviser; the
costs of the services to be provided and profits to be realized by the
investment adviser and its affiliates from the relationship with the
Fund; the extent to which economies of scale would be realized as the
Fund grows; and whether fee levels reflect these economies of scale for
the benefit of Fund investors. Also indicate in the discussion whether
the board relied upon comparisons of the services to be rendered and
the amounts to be paid under the contract with those under other
investment advisory contracts, such as contracts of the same and other
investment advisers with other registered investment companies or other
types of clients (e.g., pension funds and other institutional
investors). If the board relied upon such comparisons, describe the
comparisons that were relied on and how they assisted the board in
concluding that the contract should be approved; and
    (2) If applicable, any benefits derived or to be derived by the
investment adviser from the relationship with the Fund such as soft
dollar arrangements by which brokers provide research to the Fund or
its investment adviser in return for allocating Fund brokerage.
Instructions
    (1) Board approvals covered by this Item include both approvals of
new investment advisory contracts and approvals of contract renewals.
Investment advisory contracts covered by this Item include subadvisory
contracts.

    (2) Conclusory statements or a list of factors will not be
considered sufficient disclosure. Relate the factors to the specific
circumstances of the Fund and the investment advisory contract and
state how the board evaluated each factor. For example, it is not
sufficient to state that the board considered the amount of the
investment advisory fee without stating what the board concluded about
the amount of the fee and how that affected its decision to approve the
contract.
    (3) If any factor enumerated in paragraph (d)(6)(i) of this Item is
not relevant to the board's evaluation of an investment advisory
contract, note this and explain the reasons why that factor is not
relevant;''
* * * * *

    By the Commission.

    Dated: August 5, 2020.
 J. Matthew DeLesDernier
 Assistant Secretary.

    Note:  The Appendices will not appear in the Code of Federal
Regulations.

Appendix A

[Graphic: The XYZ Income Fund, XYZ Funds, Inc. Class A--XYZIA Class Z--
XYZIZ]

Annual Shareholder Report January 31, 2020

    This annual shareholder report contains important information
about the XYZ Income Fund for the period of February 1, 2019 to
January 31, 2020 as well as certain changes to the Fund. You can
find additional information at XYZfunds.com/XYZIFdocs or on the XYZ
App. You can also request this information by contacting us at 1-
800-XYZ-FUND or<EMAIL_ADDRESS>
                                    What Were Your Fund Costs for the Period?
                                  [Based on a hypothetical $10,000 investment]
----------------------------------------------------------------------------------------------------------------
                                                                                Costs paid as
                                     Beginning     Total return                   Ending account   a percentage
              Class                account value   before costs     Costs paid      value 1/31/       of your
                                     2/1/2019         paid *         [dagger]          2020         investment
                                                                                [dagger]
----------------------------------------------------------------------------------------------------------------
Class A.........................         $10,000           +$723            -$78       = $10,645            0.77
Class Z.........................          10,000            +723             -53        = 10,670            0.52
----------------------------------------------------------------------------------------------------------------
* Certain Fund expenses, such as those associated with buying and selling fund investments, reduced your total
  return.
[dagger] The costs paid during the period do not reflect certain costs paid outside the Fund (such as purchase
  charges you might have paid if you bought shares of the Fund during the period).

How did the Fund perform last year? What affected the Fund's
performance?

Performance Highlights

     XYZ Income Fund returned 6.45% for Class A and 6.70%
for Class Z for the 12 months ended January 31, 2020. The Fund
underperformed its benchmark (the QRS Aggregate Bond Index), which
returned 7.72%. This underperformance is largely the result of our
portfolio holding more interest-rate sensitive investments than our
benchmark.
     Top contributors to performance:
    [cir] Long-term fixed interest rate investments because the
Federal Reserve reduced interest rates during the period which
increased long-term bond prices; and
    [cir] investments in technology and financial services
companies.
     Top detractors from performance:
    [cir] Short duration investments (such as bank loans) and new
purchases of fixed income instruments because of the lower interest
rate environment; and
    [cir] investments in oil and telecommunication companies.

Performance Attribution

------------------------------------------------------------------------
                               Asset class
-------------------------------------------------------------------------
Top Contributors:
  [uarr] Corporate--High Yield.
  [uarr] Corporate--High Quality.
  [uarr] Mortgage Backed Securities.
Top Detractors:
  [darr] Bank Loans.
  [darr] Asset Backed Securities.
  [darr] Treasury.
------------------------------------------------------------------------
                                 Sector
------------------------------------------------------------------------
Top Contributors:
  [uarr] Technology.
  [uarr] Financial Services.
  [uarr] Health Care.
Top Detractors:
  [darr] Energy.
  [darr] Telecommunications.
  [darr] Industrials.
------------------------------------------------------------------------

How did the Fund perform over the past 10 years?

    Keep in mind that the Fund's past performance is not a good
predictor of how the Fund will perform in the future.
    Cumulative Performance: February 1, 2010 through January 31,
2020. Initial Investment of $10,000.

[Graphic: Line Graph Showing Class Z and Class A Performance Compared
to Performance of the QRS Aggregate Bond Index]

                                          Average Annual Total Returns
----------------------------------------------------------------------------------------------------------------
                                                                    1 year (%)      5 years (%)    10 years (%)
----------------------------------------------------------------------------------------------------------------
Class A (with purchase charge)..................................            1.21            4.32            5.29
Class A (without purchase charge)...............................            6.45            5.36            5.86
Class Z.........................................................            6.70            5.61            6.11
QRS Aggregate Bond Fund.........................................            7.72            5.21            4.25
----------------------------------------------------------------------------------------------------------------

    Visit xyzfunds.com/XYZG or the XYZ app for more recent
performance information.

                   What are some key Fund statistics?
                        [as of January 31, 2020]
------------------------------------------------------------------------

------------------------------------------------------------------------
Fund Size:.................................  $789 mil.
Number of Investments:.....................  722.
Annual Portfolio Turnover:.................  78%.
Average Credit Quality: *..................  BB.*
30-Day SEC Yield: **.......................
   Class A.........................  4.28%.
   Class Z.........................  4.53%.
Effective Duration:........................  1.4 years.
Weighted Average Maturity:.................  5.4 years.
------------------------------------------------------------------------
* The Average Credit Quality is based on credit ratings provided by UVW
  Rating Inc.
** The 30-Day SEC Yield is a standardized calculation so you can compare
  yields across funds.

                      What did the Fund invest in?
                        [as of January 31, 2020]
------------------------------------------------------------------------

------------------------------------------------------------------------
                      Asset class (% of net assets)
------------------------------------------------------------------------
Bank Loans..............................................            52.6
Corporate--High Quality.................................            14.3
Corporate--High Yield...................................            11.4
Mortgage Backed Securities..............................             7.1
Treasury................................................             4.8
Asset Backed Securities.................................             3.3
Cash....................................................             1.8
Equity..................................................             1.6
Other...................................................             3.1
------------------------------------------------------------------------
                   Credit quality * (% of net assets)
------------------------------------------------------------------------
U.S. Government.........................................             4.8
AAA.....................................................             3.6
AA......................................................             5.8
A.......................................................            16.7
BBB.....................................................            20.4
BB......................................................            34.9
B.......................................................             8.1
CCC & Below.............................................             3.6
Unrated.................................................             2.1
------------------------------------------------------------------------
* Credit Quality is based on credit ratings provided by UVW Rating Inc.,
  a nationally recognized statistical rating organization, because the
  XYZ Advisers (the Fund's manager) believes they have the broadest
  coverage of securities held by the Fund.

------------------------------------------------------------------------
                        Sector (% of net assets)
-------------------------------------------------------------------------
[Graphic: Pie chart showing percentages of Fund's net assets invested
 in: Technology (23%), Consumer Discretionary (7%), Industrials (9%),
 Financial Services (11%), Consumer Staples (4%), Health Care (12%),
 Telecommunications (9%), Energy (13%), Real Estate (6%), and Materials
 (6%)]
------------------------------------------------------------------------

    Visit www.xyzfunds.com/XYZG or the XYZ App for more recent
holdings information.

How has the Fund changed?

    Beginning June 1, 2020, the Fund is revising its Interest Rate
Risk to include risks of very low or negative interest rates. Very
low or negative interest rates may prevent the Fund from earning
positive returns and increases the risk of rising interest rates,
which may negatively impact the Fund's performance.
    This is a summary of a planned change to the Fund's principal
risk disclosure. For more complete information, you may review the
Fund's next prospectus, which we expect to be available by June 1,
2020 at XYZfunds.com/XYZIFdocs or upon request at 1-800-XYZ-FUND or
<EMAIL_ADDRESS>
How does the Fund ensure that it has money available to pay me when I
exit the Fund?

    The XYZ Loan Fund has investments that may not be as liquid as
typical stocks and bonds.

------------------------------------------------------------------------
 Primary source of the Fund's    How does the Fund manage its liquidity
       liquidity risk:                           risk?
------------------------------------------------------------------------
The Fund invested               The Fund has a liquidity risk
 significantly in bank loans.   management program (LRMP) to ensure the
 When a fund sells one of       Fund can pay you on time when you sell
 these loans, it may take a     shares.
 significant amount of time     This program includes: (1)
 before the Fund receives the   Maintaining a minimum amount of highly
 money from the sale.           liquid assets and limiting purchases of
                                illiquid assets; (2) borrowing money and
                                entering into expedited settlement
                                agreements when needed; and (3) stress
                                testing to see how the Fund would
                                perform in stressed market conditions
                                and, if necessary, modifying the Fund's
                                investments in response to these tests.
                                At a meeting on December 5,
                                2019, the Fund's board of directors
                                reviewed a report prepared by XZY
                                Advisers (the LRMP administrator) that
                                described the operation of the Fund's
                                LRMP over the prior year and affirmed
                                that the program effectively managed the
                                fund's liquidity risk.
------------------------------------------------------------------------

Where can I find additional information about the Fund?

    Additional information is available on the Fund's website,
including its:

 Prospectus
 financial information
 holdings
 proxy voting information
 description of UVW Rating Inc.'s credit ratings

[Graphic: QR Code that takes the reader to XYZfunds.com/XYZGEdocs]

Appendix B

Feedback Flier: Shareholder Reports

    We require mutual funds and exchange-traded funds (ETFs) to
provide you with an annual and semi-annual shareholder report. These
reports include key information about a fund, but they can often be
long.
    We are proposing changes to these reports to better highlight
information that would be helpful to you as you monitor your
investments. We would like to know what you think. Please take a few
minutes to review this sample annual shareholder report and answer
any or all of these questions. Thank you for your feedback!

Questions

    1. Overall, would the sample shareholder report be useful in
monitoring your fund investments? If not, how would you change it?
    2. Rate the sections of the sample shareholder report. Please
indicate whether you find each section useful or not useful. Please
consider explaining your responses in the comments.

----------------------------------------------------------------------------------------------------------------
               Section                     Useful         Not useful                      Why?
----------------------------------------------------------------------------------------------------------------
a. ``What was your cost for the                [squ]            [squ]
 period?''.
b. ``How did the Fund perform last             [squ]            [squ]
 year? What affected the Fund's
 performance?''.
c. ``How did the Fund perform over             [squ]            [squ]
 the past 10 years?''.
d. ``What are some key Fund                    [squ]            [squ]
 statistics?''.
e. ``What did the Fund invest in?''.           [squ]            [squ]
f. ``How has the Fund changed?''....           [squ]            [squ]
g. ``How does the Fund ensure that             [squ]            [squ]
 it has money available to pay me
 when I exit the Fund?''.
h. ``Where can I find additional               [squ]            [squ]
 information about the Fund?''.
----------------------------------------------------------------------------------------------------------------

    3. The section titled ``What was your cost for the period?''
includes an example of what it costs to hold fund shares this year.
    a. Is the table clear?

[ ] Yes [ ] No

    b. Is it helpful to see ``costs paid'' both in dollars and as a
percentage of your investment?

[ ] Yes [ ] No

    c. Is it clear how the total returns of the fund minus the costs
paid result in the ending account value?

[ ] Yes [ ] No

    4. The section titled ``How did the Fund perform last year? What
affected the Fund's performance?'' includes narrative and graphic
presentations.
    a. There is a narrative description of the fund's past
performance in the ``Performance Highlights'' section. Does the
narrative description help you understand the key drivers of fund
performance?

[ ] Yes [ ] No

    b. There is a graphic presentation of key drivers of the fund's
past performance in the ``Performance Attribution'' section. Does
the graphic presentation help you understand why the fund performed
as it did over the past year?

[ ] Yes [ ] No

    c. There is a line graph representing the fund's performance in
dollars over the past 10 years. Does this graph help you understand
how the fund performed over that time period?

[ ] Yes [ ] No

    d. There is an ``Average Total Returns Table'' showing the
fund's performance as a percentage over the past 1, 5, and 10 years.
Does this table help you understand how the fund performed over
those time periods?
    [ ] Yes [ ] No
    e. Is it helpful to see the fund's performance both in dollars
and as a percentage?
    [ ] Yes [ ] No
    Is there any information that could be presented more clearly in
the ``How did the Fund perform last year?'' section?
    5. The sample shareholder report includes key statistics about
the fund's size, number of investments, and annual portfolio
turnover. Do these statistics provide meaningful information
regarding the fund, for example, to help put the fund's performance
and investments into context?
    [ ] Yes [ ] No
    6. The section titled ``What did the Fund invest in?'' includes
charts describing the types of investments made by the fund. Do
these charts help you understand how the fund is investing your
money?
    [ ] Yes [ ] No
    7. The section titled ``How has the Fund changed?'' describes
important changes to the fund within the last fiscal year. What
types of changes are most important to you?
    8. Is there any information in the sample shareholder report
that is difficult to understand, confusing, too technical, or that
could be presented more clearly?
    9. Is there additional information that we should require in the
shareholder report? This could include the fund's full financial
statements, the results of any shareholder votes and/or how much the
fund paid to directors, officers, and others. Is there any
information in the sample shareholder report that should be
highlighted more?
    10. Under the proposal, in addition to the shareholder report,
you also would have access to more information about the fund online
(and delivered in paper on request). How likely would you be to seek
more information on the following?

a. The fund's full financial statements
b. Key financial information over time
c. Changes in and disagreements with accountants
d. Results of any shareholder votes
e. How much the fund paid to directors, officers and others

    11. Is the length of the document:
    [ ] Too short [ ] Too long [ ] About right
    12. How would you prefer to receive or read a document like the
sample shareholder report?

-----------------------------------------------------------------------
a. On paper
b. In an email
c. On a website
d. A combination of paper and digital
e. Other (explain)

    13. Do you have any additional suggestions for improving the
shareholder report?
-----------------------------------------------------------------------
    We will post your feedback on our website. Your submission will
be posted without change; we do not redact or edit personal
identifying information from submissions. You should only make
submissions that you wish to make available publicly.
    If you are interested in more information on the proposal, or
want to provide feedback on additional questions, click here.
Comments should be received on or before [[ ]], 2020.

Thank You!

-----------------------------------------------------------------------

Other Ways To Submit Your Feedback

    You also can send us feedback in the following ways (include the
file number S7-09-20 in your response):
-----------------------------------------------------------------------
    Print Your Responses and Mail: Secretary, Securities and
Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
-----------------------------------------------------------------------
    Print a PDF of Your Responses and Email: Use the printer
friendly page and select a

PDF printer to create a file you can email to<EMAIL_ADDRESS>-----------------------------------------------------------------------
    Print a Blank Copy of This Flier, Fill it Out, and Mail:
Secretary, Securities and Exchange Commission, 100 F Street NE,
Washington, DC 20549-1090.

Appendix C

Feedback Flier: Tailored Fund Disclosure Framework To Highlight Key
Information

    We are proposing a disclosure framework for mutual funds and
exchange-traded funds (``funds'') that would highlight key
information for investors. The proposal includes:
     Amendments to fund shareholder reporting requirements;
     an alternative approach to the current delivery of
annual prospectus updates to fund investors; and
     amendments to the presentation of fee and principal
risk disclosure in fund prospectuses.
    In addition, we are proposing amendments to fund advertising
rules to promote more transparent and balanced statements about
investment costs. Those amendments would apply to all registered
investment companies and business development companies.
    More information about the proposal is available at https://www.sec.gov/rules/proposed/2020/34-89478.pdf.
    We are particularly interested in learning what small funds
think about the proposed disclosure framework. Hearing from small
funds could help us learn how the proposed amendments and new rule
would affect these funds. We would appreciate your feedback on any
or all of the following questions.
    All of the following questions are optional, including any
questions that ask about identifying information.
    Please note that responses to these questions--including any
other general identifying information you provide--will be made
public.

Questions

Item 1: General Identifying Information

    Instructions: At your option, you may include general
identifying information that would help us contextualize your other
feedback on the proposal. This information could include responses
to the following questions, as well as any other general identifying
information you would like to provide. Responses to these items--
like responses to the other items on this Feedback Flier--will be
made public.
    i. How big is the fund in terms of net asset value? (This may be
expressed as a range, for example, $40 million to $50 million.)
    ii. Please include any additional general identifying
information that you wish to provide, that could add context for
your feedback on the proposal.

Item 2: Current Shareholder Reporting and Prospectus Delivery
Practices

    The fund currently must provide annual and semi-annual
shareholder reports in paper, unless the shareholder has elected
electronic delivery.
    i. Please provide an estimate of approximately how much it
currently costs the fund annually to prepare and transmit annual
shareholder reports. Please provide a dollar range of those costs
and expenses.
    ii. Please provide an estimate of approximately how much it
currently costs the fund annually to prepare and transmit semi-
annual shareholder reports. Please provide a dollar range of those
costs and expenses.
    iii. Rule 30e-3 under the Investment Company Act of 1940
currently provides an optional ``notice and access'' method to allow
funds to satisfy their obligations to transmit shareholder reports,
beginning on January 1, 2021. Do you anticipate that the fund will
rely on the rule? [yes/no]
    iv. Please provide any other information that you think could be
helpful regarding the costs and expenses associated with current
requirements to prepare and transmit annual and semi-annual
shareholder reports.

Item 3: Principal Elements of the Proposed New Disclosure Framework

Proposed New Requirements for Funds' Annual and Semi-Annual Shareholder
Reports

    i. We are proposing that shareholder reports include the content
described below. Please indicate whether the content should remain
in the shareholder report, as proposed, whether the content should
be disclosed elsewhere, or whether the content should be eliminated.
If you think the content should be disclosed elsewhere, please
explain.

                      Proposed Shareholder Reports
------------------------------------------------------------------------
                                                     Please include any
                                                     comments that you
                                                    would like to share
                                                      about either the
                                    Should the       usefulness of the
                                content remain in    proposed  content,
                                 fund shareholder  including whether the
          Description              reports,  as      content should be
                                 proposed? (yes/     eliminated, or the
                                       no)            location of the
                                                    proposed content. If
                                                   the content should be
                                                    disclosed elsewhere,
                                                      please explain.
------------------------------------------------------------------------
Expense Example...............
Management's Discussion of
 Fund Performance (required in
 Annual Report; optional in
 Semi-Annual Report).
Fund Statistics (fund's size,
 number of investments, and
 annual portfolio turnover).
Graphical Representation of
 Holdings.
Material Fund Changes
 (required in Annual Report;
 optional in Semi-Annual
 Report).
Statement Regarding Liquidity
 Risk Management Program.
------------------------------------------------------------------------

    ii. Is there content that should be added to funds' shareholder
reports that is not included in the proposal (yes/no)?
    If so, what content should be added to funds' shareholder
reports?
    iii. Approximately how much do you think it would cost the fund
to transition to the new requirements for preparing and transmitting
annual and semi-annual shareholder reports under the proposal?
Please provide a dollar range of those costs and expenses.

iv. Approximately how much do you think it would cost the fund on an
ongoing annual basis to prepare and transmit annual shareholder reports
under the proposal? Please provide a dollar range of those costs and
expenses.

    v. Approximately how much do you think it would cost the fund on
an ongoing annual basis to prepare and transmit semi-annual
shareholder reports under the proposal? Please provide a dollar
range of those costs and expenses.

Proposed New Form N-CSR and Website Availability Requirements

    i. We are proposing that the fund no longer include the content,
described in the chart below, in its annual and semi-annual
shareholder reports. Instead, the fund would include that content in
its filings on Form N-CSR. Please indicate whether the content
should be disclosed in the fund's filings on Form N-CSR, as
proposed, whether the content should remain in the fund's annual and
semi-annual shareholder reports, or whether the content should be
eliminated. If

you think the content should be disclosed elsewhere, please explain.

                                       Proposed New Content for Form N-CSR
----------------------------------------------------------------------------------------------------------------
                                                                                Should the content be
                                      Should the content be    Should the content       disclosed elsewhere or
            Description               disclosed in filings    remain in shareholder   eliminated? If the content
                                       on Form N-CSR,  as       reports? (yes/no)        should be disclosed
                                       proposed? (yes/no)                             elsewhere, please explain.
----------------------------------------------------------------------------------------------------------------
Financial statements for funds.
Financial highlights for funds.
Remuneration paid to directors,
 officers and others of funds.
Changes in and disagreement with
 accountants for funds.
Matters submitted to fund
 shareholders for a vote.
Statement regarding the basis for
 the board's approval of investment
 advisory contract.
----------------------------------------------------------------------------------------------------------------

    ii. Is there content that a fund should have to disclose on Form
N-CSR that is not included in the proposal (yes/no)?
    If so, what content requirement(s) should be added to Form N-
CSR?
    iii. Approximately how much do you think it would cost the fund
to transition to the proposed requirements to file certain new
information on Form N-CSR instead of including this information in
its annual and/or semi-annual shareholder reports? Please provide a
dollar range of those costs and expenses.
    iv. Approximately how much do you think it would cost the fund
on an ongoing annual basis to comply with the proposed new Form N-
CSR content requirements? Please provide a dollar range of those
costs and expenses.
    v. We are also proposing to require that a fund would have to
make available all of new Form N-CSR content (described in the chart
above), as well as the fund's complete portfolio holdings as of the
close of the fund's most recent first and third fiscal quarters, on
a website. In addition, we are proposing that the fund deliver such
materials to investors upon request, free of charge.
    a. Approximately how much do you think it would cost the fund to
transition to the proposed new website availability requirements?
Please provide a dollar range of those costs and expenses.
    b. Approximately how much do you think it would cost the fund on
an ongoing annual basis to comply with the proposed new website
availability requirements? Please provide a dollar range of those
costs and expenses.

Proposed New Treatment of Annual Prospectus Updates

    i. Please provide an estimate of approximately how much it
currently costs the fund on an annual basis to provide annual
prospectus updates to shareholders. Please provide a dollar range of
those costs and expenses.
    ii. Reliance on proposed rule 498B--under which the fund would
send existing investors certain notices in lieu of annual prospectus
updates--would be optional. Do you think that the fund would rely on
proposed rule 498B? [yes/no]
    If you think the fund would rely on proposed rule 498B,
approximately how much do you think the following would cost the
fund? Please provide a dollar range of those costs and expenses:
    a. The cost to the fund of transitioning to proposed rule 498B;
    b. The ongoing costs on an annual basis for the fund to comply
with proposed rule 498B (excluding transmitting notices of material
changes to shareholders); and
    c. The ongoing costs on an annual basis for the fund to transmit
notices of material changes to shareholders, if any.

Proposed Changes to Rule 30e-3: Open-End Funds Could No Longer Use
``Notice and Access'' Model to Transmit Shareholder Reports

    i. Beginning on January 1, 2021, a fund currently would be
permitted to transmit shareholder reports under rule 30e-3, provided
certain conditions are met, such as including a required statement
on each prospectus. However, the proposal would no longer permit
open-end funds to rely on rule 30e-3 to transmit shareholder
reports. Approximately how much do you think it would cost the fund
to transition away from the rule 30e-3 ``notice and access'' model?
Please provide a dollar range of those costs and expenses.

Proposed Prospectus Disclosure Changes: Fund Fees and Risks

    i. Approximately what do you think it would cost the fund to
transition to the proposed new requirements for prospectus
disclosure of fund fees and expenses, and fund principal risks?
Please provide a dollar range of those costs and expenses.
    ii. Approximately what do you think it would cost the fund on an
ongoing annual basis to comply with the proposed new requirements
for prospectus disclosure of fund fees and expenses, and fund
principal risks? Please provide a dollar range of those costs and
expenses.
    iii. Should we modify any of the proposed new requirements for
prospectus disclosure of fund fees and expenses, and fund principal
risks, and if so, how?
    iv. Are there additional ways to improve how funds disclose
their fees and expenses to represent more accurately the full costs
associated with a fund investment and to help investors better
understand their investment costs?

Proposed Amendments To Fund Advertising Rules

    i. Does the fund currently include fee and expense information
in its advertisements and other marketing materials? [yes/no]
    ii. We are proposing to amend the advertising rules to require
that investment company fees and expenses in advertisements and
supplemental sales literature be consistent with relevant prospectus
fee table presentations and be reasonably current. The proposed
amendments also address current representations of fund fees and
expenses that could be materially misleading.
    Approximately how much do you think it would cost the fund to
comply with the proposed amendments to the investment company
advertising rules (please provide a dollar range)?
    iii. Are there additional ways that we could improve the fee and
expense presentations in fund advertisements and supplemental sales
literature?

Item 4: Other Feedback

    Instructions: Please provide any additional suggestions or
comments you have about our fund disclosure proposal.
    In addition, please provide any suggestions or comments about
what the Commission can do to encourage the use of technology in
fund disclosure.
    We will post your feedback on our website. Your submission will
be posted without change; we do not redact or edit personal
identifying information from submissions. You should only make
submissions that you wish to make available publicly.
    If you are interested in more information on the proposal, or
want to provide feedback on additional questions, click here.
Comments should be received on or before __, 2020.

Thank you!

-----------------------------------------------------------------------

Other Ways To Submit Your Feedback

    You also can send us feedback in the following ways (include the
file number S7-09-20 in your response):
-----------------------------------------------------------------------
    Print Your Responses and Mail: Secretary, Securities and
Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
-----------------------------------------------------------------------
    Print a PDF of Your Responses and Email: Use the printer
friendly page and select a PDF printer to create a file you can
email to<EMAIL_ADDRESS>-----------------------------------------------------------------------
    Print a Blank Copy of This Flier, Fill it Out, and Mail:
Secretary, Securities and Exchange Commission, 100 F Street NE,
Washington, DC 20549-1090.
-----------------------------------------------------------------------
[FR Doc. 2020-17449 Filed 11-4-20; 8:45 am]
 BILLING CODE 8011-01-P