controlled by, or is under common control with an investment adviser or
principal underwriter of the Fund;
    (3) An investment adviser, principal underwriter, or affiliated
person of the Fund; or
    (4) Any person directly or indirectly controlling, controlled by,
or under common control with an investment adviser or principal
underwriter of the Fund.
    b. Unless disclosed in the table required by paragraph 1 of this
Item 18 or in response to paragraph 6.a of this Item 18, indicate any
directorships held during the past five years by each director in any
company with a class of securities registered pursuant to Section 12 of
the Exchange Act or subject to the requirements of Section 15(d) of the
Exchange Act or any company registered as an investment company under
the Investment Company Act, and name the companies in which the
directorships were held.
    Instruction. When an individual holds the same position(s) with two
or more portfolios that are part of the same fund complex, identify the
fund complex and provide the number of portfolios for which the
position(s) are held rather than listing each portfolio separately.
    7. For each director, state the dollar range of equity securities
beneficially owned by the director as required by the following table:
    a. In the Fund; and
    b. On an aggregate basis, in any registered investment companies
overseen by the director within the same family of investment companies
as the Fund.

------------------------------------------------------------------------
             (1)                       (2)                   (3)
------------------------------------------------------------------------
      Name of Director           Dollar Range of      Aggregate Dollar
                                Equity Securities      Range of Equity
                                in the Registrant     Securities in All
                                                          Registered
                                                          Investment
                                                      Companies Overseen
                                                        by Director in
                                                          Family of
                                                          Investment
                                                          Companies
------------------------------------------------------------------------

    Instructions.
    1. Information should be provided as of the end of the most
recently completed calendar year. Specify the valuation date by
footnote or otherwise.
    2. Determine ``beneficial ownership'' in accordance with Rule 16a-
1(a)(2) under the Exchange Act.
    3. In disclosing the dollar range of equity securities beneficially
owned by a director in columns (2) and (3), use the following ranges:
None, $1-$10,000, $10,001-$50,000, $50,001-$100,000, or over $100,000.
    8. For each director who is not an interested person of the Fund,
as defined in Section 2(a)(19) of the Investment Company Act and the
rules thereunder, and his immediate family members, furnish the
information required by the following table as to each class of
securities owned beneficially or of record in:
    a. An investment adviser or principal underwriter of the Fund; or
    b. person (other than a registered investment company) directly or
indirectly controlling, controlled by, or under common control with an
investment adviser or principal underwriter of the Fund:

--------------------------------------------------------------------------------------------------------------------------------------------------------
                (1)                            (2)                     (3)                    (4)                    (5)                    (6)
--------------------------------------------------------------------------------------------------------------------------------------------------------
          Name of Director             Name of Owners and            Company             Title of Class      Value of Securities      Percent of Class
                                         Relationships to
                                             Director
--------------------------------------------------------------------------------------------------------------------------------------------------------

    Instructions.
    1. Information should be provided as of the end of the most
recently completed calendar year. Specify the valuation date by
footnote or otherwise.
    2. An individual is a ``beneficial owner'' of a security if he is a
``beneficial owner'' under either Rule 13d-3 or Rule 16a-1(a)(2) under
the Exchange Act.
    3. Identify the company in which the director or immediate family
member of the director owns securities in column (3). When the company
is a person directly or indirectly controlling, controlled by, or under
common control with an investment adviser or principal underwriter,
describe the company's relationship with the investment adviser or
principal underwriter.
    4. Provide the information required by columns (5) and (6) on an
aggregate basis for each director and his immediate family members.
    9. Unless disclosed in response to paragraph 8 of this Item 18,
describe any direct or indirect interest, the value of which exceeds
$120,000, of each director who is not an interested person of the Fund,
as defined in Section 2(a)(19) of the Investment Company Act and the
rules thereunder, or immediate family member of the director, during
the two most recently completed calendar years, in:
    a. An investment adviser or principal underwriter of the Fund; or
    b. A person (other than a registered investment company) directly
or indirectly controlling, controlled by, or under common control with
an investment adviser or principal underwriter of the Fund.
    Instructions.
    1. A director or immediate family member has an interest in a
company if he is a party to a contract, arrangement, or understanding
with respect to any securities of, or interest in, the company.
    2. The interest of the director and the interests of his immediate
family members should be aggregated in determining whether the value
exceeds $120,000.
    10. Describe briefly any material interest, direct or indirect, of
any director who is not an interested person of the Fund, as defined in
Section 2(a)(19) of the Investment Company Act and the rules
thereunder, or immediate family member of the director, in any
transaction, or series of similar transactions, during the two most
recently completed calendar years, in which the amount involved exceeds
$120,000 and to which any of the following persons was a party:
    a. The Fund;
    b. An officer of the Fund;
    c. An investment company, or a person that would be an investment
company but for the exclusions provided by Sections 3(c)(1) and 3(c)(7)
of the Investment Company, having the same investment adviser or
principal underwriter as the Fund or having an investment adviser or
principal underwriter that directly or indirectly controls, is
controlled by, or is under common control with an investment adviser or
principal underwriter of the Fund;
    d. An officer of an investment company, or a person that would be
an investment company but for the exclusions provided by Sections
3(c)(1) and 3(c)(7) of the Investment Company Act, having the same
investment adviser or principal underwriter as the Fund or having an
investment adviser or principal underwriter that directly or indirectly
controls, is controlled by, or is under common control with an
investment adviser or principal underwriter of the Fund;
    e. An investment adviser or principal underwriter of the Fund;
    f. An officer of an investment adviser or principal underwriter of
the Fund;
    g. A person directly or indirectly controlling, controlled by, or
under common control with an investment adviser or principal
underwriter of the Fund; or
    h. An officer of a person directly or indirectly controlling,
controlled by, or under common control with an investment adviser or
principal underwriter of the Fund.
    Instructions.
    1. Include the name of each director or immediate family member
whose interest in any transaction or series of similar transactions is
described and the nature of the circumstances by reason of which the
interest is required to be described.
    2. State the nature of the interest, the approximate dollar amount
involved in the transaction, and, where practicable, the approximate
dollar amount of the interest.
    3. In computing the amount involved in the transaction or series of
similar transactions, include all periodic payments in the case of any
lease or other agreement providing for periodic payments.
    4. Compute the amount of the interest of any director or immediate
family member of the director without regard to the amount of profit or
loss involved in the transaction(s).
    5. As to any transaction involving the purchase or sale of assets,
state the cost of the assets to the purchaser and, if acquired by the
seller within two years prior to the transaction, the cost to the
seller. Describe the method used in determining the purchase or sale
price and the name of the person making the determination.
    6. Disclose indirect, as well as direct, material interests in
transactions. A person who has a position or relationship with, or
interest in, a company that engages in a transaction with one of the
persons listed in paragraphs 10.a through 10.h of this Item 18 may have
an indirect interest in the transaction by reason of the position,
relationship, or interest. The interest in the transaction, however,
will not be deemed ``material'' within the meaning of paragraph 10 of
this Item 18 where the interest of the director or immediate family
member arises solely from the holding of an equity interest (including
a limited partnership interest, but excluding a general partnership
interest) or a creditor interest in a company that is a party to the
transaction with one of the persons specified in paragraphs 10.a
through 10.h of this Item 18, and the transaction is not material to
the company.
    7. The materiality of any interest is to be determined on the basis
of the significance of the information to investors in light of all the
circumstances of the particular case. The importance of the interest to
the person having the interest, the relationship of the parties to the
transaction with each other, and the amount involved in the transaction
are among the factors to be considered in determining the significance
of the information to investors.
    8. No information need be given as to any transaction where the
interest of the director or immediate family member arises solely from
the ownership of securities of a person specified in paragraphs 10.a
through 10.h of this Item 18 and the director or immediate family
member receives no extra or special benefit not shared on a pro rata
basis by all holders of the class of securities.
    9. Transactions include loans, lines of credit, and other
indebtedness. For indebtedness, indicate the largest aggregate amount
of indebtedness outstanding at any time during the period, the nature
of the indebtedness and the transaction in which it was incurred, the
amount outstanding as of the end of the most recently completed
calendar year, and the rate of interest paid or charged.
    10. No information need be given as to any routine, retail
transaction. For example, the Fund need not disclose that a director
has a credit card, bank or brokerage account, residential mortgage,

or insurance policy with a person specified in paragraphs 10.a through
10.h of this Item 18 unless the director is accorded special treatment.
    11. Describe briefly any direct or indirect relationship, in which
the amount involved exceeds $120,000, of any director who is not an
interested person of the Fund, as defined in Section 2(a)(19) of the
Investment Company Act and the rules thereunder, or immediate family
member of the director, that existed at any time during the two most
recently completed calendar years, with any of the persons specified in
paragraphs 10.a through 10.h of this Item 18. Relationships include:
    a. Payments for property or services to or from any person
specified in paragraphs 10.a through 10.h of this Item 18;
    b. Provision of legal services to any person specified in
paragraphs 10.a through 10.h of this Item 18;
    c. Provision of investment banking services to any person specified
in paragraphs 10.a through 10.h of this Item 18, other than as a
participating underwriter in a syndicate; and
    d. Any consulting or other relationship that is substantially
similar in nature and scope to the relationships listed in paragraphs
11.a through 11.c of this Item 18.
    Instructions.
    1. Include the name of each director or immediate family member
whose relationship is described and the nature of the circumstances by
reason of which the relationship is required to be described.
    2. State the nature of the relationship and the amount of business
conducted between the director or immediate family member and the
person specified in paragraphs 10.a through 10.h of this Item 18 as a
result of the relationship during the two most recently completed
calendar years.
    3. In computing the amount involved in a relationship, include all
periodic payments in the case of any agreement providing for periodic
payments.
    4. Disclose indirect, as well as direct, relationships. A person
who has a position or relationship with, or interest in, a company that
has a relationship with one of the persons listed in paragraphs 10.a
through 10.h of this Item 18 may have an indirect relationship by
reason of the position, relationship, or interest.
    5. In determining whether the amount involved in a relationship
exceeds $120,000, amounts involved in a relationship of the director
should be aggregated with those of his immediate family members.
    6. In the case of an indirect interest, identify the company with
which a person specified in paragraphs 10.a through 10.h of this Item
18 has a relationship; the name of the director or immediate family
member affiliated with the company and the nature of the affiliation;
and the amount of business conducted between the company and the person
specified in paragraphs 10.a through 10.h of this Item 18 during the
two most recently completed calendar years.
    7. In calculating payments for property and services for purposes
of paragraph 11.a of this Item 18, the following may be excluded:
    a. Payments where the transaction involves the rendering of
services as a common contract carrier, or public utility, at rates or
charges fixed in conformity with law or governmental authority; or
    b. Payments that arise solely from the ownership of securities of a
person specified in paragraphs 10.a through 10.h of this Item 18 and no
extra or special benefit not shared on a pro rata basis by all holders
of the class of securities is received.
    8. No information need be given as to any routine, retail
relationship. For example, the Fund need not disclose that a director
has a credit card, bank or brokerage account, residential mortgage, or
insurance policy with a person specified in paragraphs 10.a through
10.h of this Item 18 unless the director is accorded special treatment.
    12. If an officer of an investment adviser or principal underwriter
of the Fund, or an officer of a person directly or indirectly
controlling, controlled by, or under common control with an investment
adviser or principal underwriter of the Fund, served during the two
most recently completed calendar years, on the board of directors of a
company where a director of the Fund who is not an interested person of
the Fund, as defined in Section 2(a)(19) of the Investment Company Act
and the rules thereunder, or immediate family member of the director,
was during the two most recently completed calendar years, an officer,
identify:
    a. The company;
    b. The individual who serves or has served as a director of the
company and the period of service as director;
    c. The investment adviser or principal underwriter or person
controlling, controlled by, or under common control with the investment
adviser or principal underwriter where the individual named in
paragraph 12.b of this Item 18 holds or held office and the office
held; and
    d. The director of the Fund or immediate family member who is or
was an officer of the company; the office held; and the period of
holding the office.
    13. In the case of a Fund that is not a business development
company, provide the following for all directors of the Fund, all
members of the advisory board of the Fund, and for each of the three
highest paid officers or any affiliated person of the Fund with
aggregate compensation from the Fund for the most recently completed
fiscal year in excess of $60,000 (``Compensated Persons'').
    a. Furnish the information required by the following table:

                                               Compensation Table
----------------------------------------------------------------------------------------------------------------
               (1)                        (2)                 (3)                 (4)                 (5)
----------------------------------------------------------------------------------------------------------------
    Name of Person, Position           Aggregate          Pension or       Estimated Annual   Total Compensation
                                   Compensation From       Retirement        Benefits Upon       From Fund and
                                          Fund          Benefits Accrued       Retirement      Fund Complex Paid
                                                        As Part of Fund                           to Directors
                                                            Expenses
----------------------------------------------------------------------------------------------------------------

    Instructions.
    1. For column (1), indicate, if necessary, the capacity in which
the remuneration is received. For Compensated Persons that are
directors of the Fund, compensation is amounts received for service as
a director.
    2. If the Fund has not completed its first full year since its
organization, furnish the information for the current fiscal year,
estimating future payments that would be made pursuant to an existing
agreement or understanding. Disclose in a footnote to the Compensation
Table the period for which the information is furnished.
    3. Include in column (2) amounts deferred at the election of the
Compensated Person, whether pursuant to a plan established under
Section 401(k) of the Internal Revenue Code [26

U.S.C. 401(k)] or otherwise for the fiscal year in which earned.
Disclose in a footnote to the Compensation Table the total amount of
deferred compensation (including interest) payable to or accrued for
any Compensated Person.
    4. Include in columns (3) and (4) all pension or retirement
benefits proposed to be paid under any existing plan in the event of
retirement at normal retirement date, directly or indirectly, by the
Fund, any of its subsidiaries, or other companies in the Fund Complex.
Omit column (4) where retirement benefits are not determinable.
    5. For any defined benefit or actuarial plan under which benefits
are determined primarily by final compensation (or average final
compensation) and years of service, provide the information required in
column (4) in a separate table showing estimated annual benefits
payable upon retirement (including amounts attributable to any defined
benefit supplementary or excess pension award plans) in specified
compensation and years of service classifications. Also provide the
estimated credited years of service for each Compensated Person.
    6. Include in column (5) only aggregate compensation paid to a
director for service on the board and all other boards of investment
companies in a Fund Complex specifying the number of such other
investment companies.
    b. Describe briefly the material provisions of any pension,
retirement, or other plan or any arrangement other than fee
arrangements disclosed in paragraph (a) pursuant to which Compensated
Persons are or may be compensated for any services provided, including
amounts paid, if any, to the Compensated Person under any such
arrangements during the most recently completed fiscal year.
Specifically include the criteria used to determine amounts payable
under the plan, the length of service or vesting period required by the
plan, the retirement age or other event which gives rise to payments
under the plan, and whether the payment of benefits is secured or
funded by the Fund.
    14. In the case of a Fund that is a business development company,
provide the information required by Item 402 of Regulation S-K [17 CFR
229.402].
    15. Codes of Ethics. Provide a brief statement disclosing whether
the Fund and its investment adviser and principal underwriter have
adopted codes of ethics under Rule 17j-1 under the Investment Company
Act and whether these codes of ethics permit personnel subject to the
codes to invest in securities, including securities that may be
purchased or held by the Fund. Also, explain in the statement that
these codes of ethics are available on the EDGAR Database on the
Commission's internet site at http://www.sec.gov, and that copies of
these codes of ethics may be obtained, after paying a duplicating fee,
by electronic request at the following email address:
[email protected].
    Instruction. A Fund that is not required to adopt a code of ethics
under Rule 17j-1 under the Investment Company Act is not required to
respond to this Item.
    16. Unless the Fund invests exclusively in non-voting securities,
describe the policies and procedures that the Fund uses to determine
how to vote proxies relating to portfolio securities, including the
procedures that the Fund uses when a vote presents a conflict between
the interests of the Fund's shareholders, on the one hand, and those of
the Fund's investment adviser; principal underwriter; or any affiliated
person (as defined in Section 2(a)(3) of the Investment Company Act and
the rules thereunder) of the Fund, its investment adviser, or its
principal underwriter, on the other. Include any policies and
procedures of the Fund's investment adviser, or any other third party,
that the Fund uses, or that are used on the Fund's behalf, to determine
how to vote proxies relating to portfolio securities. Also, state that
information regarding how the Fund voted proxies relating to portfolio
securities during the most recent 12-month period ended June 30 is
available (i) without charge, upon request, by calling a specified
toll-free (or collect) telephone number; sending an email to a
specified email address, if any; or on or through the Fund's website at
a specified internet address; and (ii) on the Commission's website at
http://www.sec.gov.
    Instructions.
    1. A Fund may satisfy the requirement to provide a description of
the policies and procedures that it uses to determine how to vote
proxies relating to portfolio securities by including a copy of the
policies and procedures themselves.
    2. If a Fund discloses that the Fund's proxy voting record is
available by calling a toll-free (or collect) telephone number or
sending an email to a specified email address, if any, and the Fund (or
financial intermediary through which shares of the Fund may be
purchased or sold) receives a request for this information, the Fund
(or financial intermediary) must send the information disclosed in the
Fund's most recently filed report on Form N-PX, within 3 business days
of receipt of the request, by first-class mail or other means designed
to ensure equally prompt delivery.
    3. If a Fund discloses that the Fund's proxy voting record is
available on or through its website, the Fund must make available free
of charge the information disclosed in the Fund's most recently filed
report on Form N-PX on or through its website as soon as reasonably
practicable after filing the report with the Commission. The
information disclosed in the Fund's most recently filed report on Form
N-PX must remain available on or through the Fund's website for as long
as the Fund remains subject to the requirements of Rule 30b1-4 under
the Investment Company Act and discloses that the Fund's proxy voting
record is available on or through its website.
    17. For each director, briefly discuss the specific experience,
qualifications, attributes, or skills that led to the conclusion that
the person should serve as a director for the Fund at the time that the
disclosure is made, in light of the Fund's business and structure. If
material, this disclosure should cover more than the past five years,
including information about the person's particular areas of expertise
or other relevant qualifications.

Item 19. Control Persons and Principal Holders of Securities

    Furnish the following information as of a specified date no more
than 30 days prior to the date of filing of the registration statement
or amendment to it.
    1. State the name and address of each person who controls the Fund,
and briefly explain the effect of such control on the voting rights of
other shareholders. For each control person, state the percentage of
the Fund's voting securities owned or any other basis of control. If
the control person is a company, disclose the state or other
jurisdiction under the laws of which it is organized. List all parents
of each control person.
    Instructions.
    1. The term ``control'' is defined in the instruction to Item 9.3
of this Form.
    2. A Fund that is controlled by its adviser or underwriter(s)
before the effective date of the registration statement need not
respond to this Item if, immediately after the public offering, there
will be no control person.
    2. State the name, address, and percentage of ownership of each
person who owns of record or is known by the Fund to own of record or
beneficially five percent or more of any class of the Fund's
outstanding equity securities.
    Instructions.

    1. Calculate the percentages on the basis of the amount of common
stock outstanding.
    2. If securities are being registered in connection with or
pursuant to a plan of acquisition, reorganization, readjustment, or
succession, indicate, to the extent practicable, the status to exist
upon consummation of the plan on the basis of present holdings and
commitments.
    3. If, to the knowledge of the Fund or any principal underwriter of
its securities, five percent or more of any class of voting securities
of the Fund are or will be held subject to any voting trust or other
similar agreement, disclose this fact.
    4. Indicate whether the securities are owned both of record and
beneficially, or of record only, or beneficially only, and disclose the
respective percentage owned in each manner.
    3. Disclose all equity securities of the Fund owned by all
officers, directors, and members of the advisory board of the Fund as a
group, without naming them. In any case where the amount owned by
directors and officers as a group is less than one percent of the
class, a statement to that effect is sufficient.

Item 20. Investment Advisory and Other Services

    1. Furnish the following information about each investment adviser:
    a. The names of all controlling persons, the basis of such control,
and, if material, the business history of any organization that
controls the adviser;
    b. the names of any affiliated person of the Fund who is also an
affiliated person of the investment adviser and a list of all
capacities in which such person named is affiliated with the Fund and/
or with the investment adviser; and
    Instruction. If an affiliated person of the Fund, either alone or
together with others, is a controlling person of the investment
adviser, the Fund must disclose that fact but need not supply the
specific amount of percentage of the outstanding voting securities of
the investment adviser that are owned by the controlling person.
    c. the method of computing the advisory fee payable by the Fund,
including:
    (1) The total dollar amounts paid to the adviser by the Fund under
the investment advisory contract for the last three fiscal years;
    (2) if applicable, any credits that reduced the advisory fee for
any of the last fiscal years; and
    (3) any expense limitation provision.
    Instructions.
    1. If the advisory fee payable by the Fund varies depending on the
Fund's investment performance in relation to some standard, set forth
the standard along with a fee schedule in tabular form. The Fund may
include examples showing the fees the adviser would earn at various
levels of performance, but such examples must include calculations
showing the maximum and minimum fee percentages that could be earned
under the contract.
    2. State each type of credit or offset separately.
    3. Where the Fund is subject to more than one expense limitation
provision, describe only the most restrictive provision.
    2. Concisely describe all services performed for or on behalf of
the Fund that are supplied or paid for wholly or in substantial part by
the investment adviser in connection with the investment advisory
contract.
    3. Describe briefly all fees, expenses, and costs of the Fund that
are to be paid by persons other than the investment adviser or the
Fund, and identify such persons.
    4. Summarize any management-related service contract under which
services are provided to the Fund that is not otherwise disclosed in
response to an Item of this Form and may be of interest to a purchaser
of the Fund's securities, indicating the parties to the contract and
the total dollars paid, and by whom, for the past three years.
    Instructions.
    1. A ``management-related service contract'' includes any agreement
whereby another person contracts with the Fund to keep, prepare, and/or
file accounts, books, records, or other documents that the Fund may be
required to keep under federal or state law, or to provide any similar
services with respect to the daily administration of the Fund, but does
not include the following: (1) Any contract with the Fund to provide
investment advice; (2) any agreement to act as custodian, transfer
agent, or dividend-paying agent; and (3) bona fide contracts for
outside legal or auditing services, or bona fide contracts for personal
employment entered into in the ordinary course of business.
    2. No information is required about the service of mailing proxies
or periodic reports to shareholders of the Fund.
    3. In summarizing the substantive provisions of a management-
related service contract, include: (1) The name of the person providing
the service; (2) any direct or indirect relationship of that person
with the Fund, its investment adviser, or its principal underwriter;
(3) the nature of the services provided; and (4) the basis of the
compensation paid for the last three fiscal years.
    5. If any person (other than a bona fide director, officer, member
of an advisory board, employee of the Fund, or a person named as an
investment adviser in response to paragraph 1 of this Item), pursuant
to any understanding, whether formal or informal, regularly furnishes
advice to the Fund or the investment adviser of the Fund with respect
to the desirability of the Fund's investing in, purchasing, or selling
securities or other property, or is empowered to determine which
securities or other property should be purchased or sold by the Fund,
and receives direct or indirect remuneration from the Fund, furnish the
following information:
    a. The name of the person;
    b. a description of the nature of the arrangement and the advice or
information given; and
    c. any remuneration (including, for example, participation,
directly or indirectly, in commissions or other compensation paid in
connection with transactions in the Fund's portfolio securities) paid
for the advice or information, and a statement as to how and by whom
such remuneration was paid for the last three fiscal years.
    Instruction. No information is required with respect to any of the
following:
    1. Persons whose advice was furnished solely through uniform
publications distributed to subscribers;
    2. persons who furnished only statistical and other factual
information, advice regarding economic factors and trends, or advice as
to occasional transactions in specific securities, but without
generally furnishing advice or making recommendations regarding the
purchase or sale of securities by the Fund;
    3. a company that is excluded from the definition of ``investment
adviser'' of an investment company by reason of Section 2(a)(20)(iii)
of the Investment Company Act;
    4. any person the character and amount of whose compensation for
such service must be approved by a court; or
    5. such other persons as the Commission has by rules and
regulations or order determined not to be an ``investment adviser'' of
an investment company.
    6. Furnish the name and principal business address of each of the
Fund's custodians, the nature of the business of each such person, and
a general description of the services performed by each.

    7. Furnish the name and principal business address of the Fund's
independent public accountant, and provide a general description of the
services performed by such person.
    8. If an affiliated person of the Fund, or an affiliated person of
an affiliated person of the Fund, acts as custodian, transfer agent, or
dividend-paying agent for the Fund, furnish a description of the
services performed by that person and the basis for remuneration (e.g.,
the method by which that person's fee is calculated).

Item 21. Portfolio Managers

    1. Other Accounts Managed. If a Portfolio Manager required to be
identified in response to Item 9.1.c is primarily responsible for the
day-to-day management of the portfolio of any other account, provide
the following information:
    a. The Portfolio Manager's name;
    b. The number of other accounts managed within each of the
following categories and the total assets in the accounts managed
within each category:
    (1) Registered investment companies;
    (2) Other pooled investment vehicles; and
    (3) Other accounts.
    c. For each of the categories in Item 21.1.b, the number of
accounts and the total assets in the accounts with respect to which the
advisory fee is based on the performance of the account; and
    d. A description of any material conflicts of interest that may
arise in connection with the Portfolio Manager's management of the
Fund's investments, on the one hand, and the investments of the other
accounts included in response to Item 21.1.b, on the other. This
description would include, for example, material conflicts between the
investment strategy of the Fund and the investment strategy of other
accounts managed by the Portfolio Manager and material conflicts in
allocation of investment opportunities between the Fund and other
accounts managed by the Portfolio Manager.
    Instructions.
    1. Provide the information required by Item 21.1 as of the end of
the Fund's most recently completed fiscal year, except that, in the
case of an initial registration statement or an update to the Fund's
registration statement that discloses a new Portfolio Manager,
information with respect to any newly identified Portfolio Manager must
be provided as of the most recent practicable date. Disclose the date
as of which the information is provided.
    2. If a committee, team, or other group of persons that includes
the Portfolio Manager is jointly and primarily responsible for the day-
to-day management of the portfolio of an account, include the account
in responding to Item 21.1.
    2. Compensation. Describe the structure of, and the method used to
determine, the compensation of each Portfolio Manager required to be
identified in response to Item 9.1.c. For each type of compensation
(e.g., salary, bonus, deferred compensation, retirement plans and
arrangements), describe with specificity the criteria on which that
type of compensation is based, for example, whether compensation is
fixed, whether (and, if so, how) compensation is based on the Fund's
pre- or after-tax performance over a certain time period, and whether
(and, if so, how) compensation is based on the value of assets held in
the Fund's portfolio. For example, if compensation is based solely or
in part on performance, identify any benchmark used to measure
performance and state the length of the period over which performance
is measured.
    Instructions.
    1. Provide the information required by Item 21.2 as of the end of
the Fund's most recently completed fiscal year, except that, in the
case of an initial registration statement or an update to the Fund's
registration statement that discloses a new Portfolio Manager,
information with respect to any newly identified Portfolio Manager must
be provided as of the most recent practicable date. Disclose the date
as of which the information is provided.
    2. Compensation includes, without limitation, salary, bonus,
deferred compensation, and pension and retirement plans and
arrangements, whether the compensation is cash or non-cash. Group life,
health, hospitalization, medical reimbursement, and pension and
retirement plans and arrangements may be omitted, provided that they do
not discriminate in scope, terms, or operation in favor of the
Portfolio Manager or a group of employees that includes the Portfolio
Manager and are available generally to all salaried employees. The
value of compensation is not required to be disclosed under this Item.
    3. Include a description of the structure of, and the method used
to determine, any compensation received by the Portfolio Manager from
the Fund, the Fund's investment adviser, or any other source with
respect to management of the Fund and any other accounts included in
the response to Item 21.1.b. This description must clearly disclose any
differences between the method used to determine the Portfolio
Manager's compensation with respect to the Fund and other accounts,
e.g., if the Portfolio Manager receives part of an advisory fee that is
based on performance with respect to some accounts but not the Fund,
this must be disclosed.
    3. Ownership of Securities. For each Portfolio Manager required to
be identified in response to Item 9.1.c, state the dollar range of
equity securities in the Fund beneficially owned by the Portfolio
Manager using the following ranges: None; $1-$10,000; $10,001-$50,000;
$50,001-$100,000; $100,001-$500,000; $500,001-$1,000,000; or over
$1,000,000.
    Instructions.
    1. Provide the information required by Item 21.3 as of the end of
the Fund's most recently completed fiscal year, except that, in the
case of an initial registration statement or an update to the Fund's
registration statement that discloses a new Portfolio Manager,
information with respect to any newly identified Portfolio Manager must
be provided as of the most recent practicable date. Specify the
valuation date.
    2. Determine ``beneficial ownership'' in accordance with Rule 16a-
1(a)(2) under the Exchange Act.

Item 22. Brokerage Allocation and Other Practices

    1. Concisely describe how transactions in portfolio securities are
or will be effected. Provide a general statement about brokerage
commissions and mark-ups on principal transactions and the aggregate
amount of any brokerage commissions paid by the Fund during the three
most recent fiscal years. Concisely explain any material change in
brokerage commissions paid by the Fund during the most recent fiscal
year as compared to the two prior fiscal years.
    2. a. State the total dollar amount, if any, of brokerage
commissions paid by the Fund during the three most recent fiscal years
to any broker that: (1) Is an affiliated person of the Fund; (2) is an
affiliated person of an affiliated person of the Fund; or (3) has an
affiliated person that is an affiliated person of the Fund, its
investment adviser, or principal underwriter. In the case of an initial
public offering, disclose whether or not the Fund intends to use any
brokers described in this subparagraph, a. Identify each broker, and
state the relationships that cause the broker to be identified in this
Item.
    b. State for each broker identified in response to paragraph 2.a of
this Item:
    (1) The percentage of the Fund's aggregate brokerage commissions
paid

to the broker during the most recent fiscal year; and
    (2) the percentage of the Fund's aggregate dollar amount of
transactions involving the payment of commissions effected through the
broker during the most recent fiscal year.
    c. Where there is a material difference in the percentage of
brokerage commissions paid to, and the percentage of transactions
effected through, any broker identified in response to paragraph 2.a of
this Item, state the reasons for the difference.
    3. Describe briefly how brokers will be selected to effect
securities transactions for the Fund and how evaluations will be made
of the overall reasonableness of brokerage commissions paid, including
the factors considered.
    Instructions.
    1. If the receipt of products or services other than brokerage or
research services is a factor considered in the selection of brokers,
specify the products and services.
    2. If the receipt of research services is a factor in selecting
brokers, identify the nature of the research services.
    3. State whether persons acting on behalf of the Fund are
authorized to pay a broker a commission in excess of that which another
broker might have charged for effecting the same transaction because of
the value of brokerage or research services provided by the broker.
    4. If applicable, explain that research services furnished by
brokers through whom the Fund effects securities transactions may be
used by the Fund's investment adviser in servicing all of its accounts
and that not all the services may be used by the investment adviser in
connection with the Fund; or, if other policies or practices are
applicable to the Fund with respect to the allocation of research
services provided by brokers, concisely explain the policies and
practices.
    5. Funds should refer to Rule 17e-1 under the Investment Company
Act with respect to securities transactions executed by exchange
members.
    4. If during the last fiscal year the Fund or its investment
adviser, pursuant to an agreement or understanding with a broker or
otherwise through an internal allocation procedure, directed the Fund's
brokerage transactions to a broker because of research services
provided, state the amount of the transactions and related commissions.
    5. If the Fund has acquired during its most recent fiscal year or
during the period of time since organization, whichever is shorter,
securities of its regular brokers or dealers, as defined in Rule 10b-1
under the Investment Company Act, or their parents, identify those
brokers or dealers, and state the value of the Fund's aggregate
holdings of the securities of each subject issuer as of the close of
the Fund's most recent fiscal year.
    Instruction. The Fund need only disclose information with respect
to the parent of a broker or dealer that derived more than fifteen
percent of its gross revenues from the business of a broker, a dealer,
an underwriter, or an investment adviser.

Item 23. Tax Status

    Provide information about the Fund's tax status that is not
required to be in the prospectus but that the Fund believes is of
interest to investors, including, but not limited to, an explanation of
the legal basis for the Fund's tax status. If the Fund is qualified or
intends to qualify under Subchapter M of the Internal Revenue Code and
has not disclosed that fact in the prospectus, then disclosure of that
fact will be sufficient. If not otherwise disclosed, concisely describe
any special or unusual tax aspects of the Fund, e.g., taxes 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 24. Financial Statements

    Provide the financial statements of the Fund.
    Instructions.
    1. a. Furnish, in a separate section following the responses to the
above items in Part B of the registration statement, the financial
statements and schedules required by Regulation S-X [17 CFR part 210].
(See Section 210.3-18 and Sections 210.6-01 through 210.6-10 of
Regulation S-X.)
    b. A business development company that has had at least one fiscal
year of operations need provide financial statements under Item 8.6.c
of Part A only. A business development company with less than one
fiscal year of operations should refer to Item 8.6.c of Part A and
Instructions 1 and 2 thereunder in responding to this Item 24.
    2. Notwithstanding the requirements of Instruction 1 above, the
following statements and schedules required by Regulation S-X may be
omitted from Part B and included in Part C of the registration
statement:
    a. The statement of any subsidiary that is not a majority-owned
subsidiary; and
    b. Columns C and D of Schedule III [17 CFR 210.12-14].
    3. In addition to the requirements of Rule 3-18 of Regulation S-X
[17 CFR 210.3-18], any company registered under the Investment Company
Act that has not previously had an effective registration statement
under the Securities Act shall include in its initial registration
statement under the Securities Act such additional financial statements
and financial highlights (which need not be audited) as are necessary
to make the financial statements and financial highlights included in
the registration statement as of a date within 90 days prior to the
date of filing.
    4. Every annual report to shareholders required by Section 30(e) of
the Investment Company Act and Rule 30e-1 thereunder shall contain the
following information:
    a. The audited financial statements required by Regulation S-X for
the periods specified by Regulation S-X, modified to permit the
omission of the statements and schedules that may be omitted from Part
B of the registration statement by Instruction 2 above and as permitted
by Instruction 7 below;
    b. the financial highlights required by Item 4.1 of this Form, for
the five most recent fiscal years, with at least the most recent year
audited;
    c. unless shown elsewhere in the report as part of the financial
statements required by a above, the aggregate remuneration paid by the
company during the period covered by the report (1) to all directors
and to all members of any advisory board for regular compensation; (2)
to each director and to each member of an advisory board for special
compensation; (3) to all officers; and (4) to each person of whom any
officer or director of the company is an affiliated person;
    d. 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];
    e. the management information required by paragraph 1 of Item 18;
and
    f. a statement that the SAI includes additional information about
directors of the Fund and is available, without charge, upon request,
and a toll-free (or collect) telephone number and email address, if
any, for shareholders to use to request the SAI.
    g. Management's Discussion of Fund Performance. Disclose the
following information:
    (1) Discuss the factors that materially affected the Fund's
performance during the most recently completed fiscal year, including
the relevant market

conditions and the investment strategies and techniques used by the
Fund. The information presented may include tables, charts, and other
graphical depictions.
    (2) (A) 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.
    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 market price (or, if
shares are not listed, the net asset value) of the Fund 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 sale was at the market price (or, if shares are not listed,
the net asset value) on the last business day of the most recent fiscal
year.
    (d) Base the line graph on the Fund's required minimum initial
investment if that amount exceeds $10,000.
    2. Multiple Class Funds. The Fund can select which Class to
include, consistent with the requirements of Instruction 3(a) to Item
4(b)(2) of Form N-1A.
    (B) 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 last day of the most recent fiscal year (or for
the life of the Fund, if shorter), but only for periods subsequent to
the effective date of the Fund's registration statement. Average annual
total returns should be computed in accordance with Item 26(b)(1) of
Form N-1A, except with respect to reinvestments of dividends and
distributions, which must be calculated consistent with Item 4 of this
Form. Include a statement accompanying the graph and table to the
effect that past performance does not predict future performance and
that the graph and table do not reflect the deduction of taxes that a
shareholder would pay on fund distributions or the sale of fund shares.
    (C) Sales Load. Reflect any sales load (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 sales load, and other charges deducted from
payments, is deducted from the initial $10,000 investment). For a Fund
whose shares are subject to a contingent deferred sales load, assume
the deduction of the maximum deferred sales load (or other charges)
that would apply for a complete sale that received the market price
(or, if shares are not listed, the net asset value) on the last
business day of the most recent fiscal year. For any other deferred
sales load, repurchase fee, or withdrawal charge, assume that the
deduction is in the amount(s) and at the time(s) that the sales load,
repurchase fee, or withdrawal charge actually would have been deducted.
    (D) Dividends and Distributions. Assume reinvestment of all of the
Fund's dividends and distributions on the reinvestment dates during the
period, and reflect any sales load imposed upon reinvestment of
dividends or distributions or both.
    (E) Account Fees. Reflect recurring fees that are charged to all
accounts.
    1. For any account fees that vary with the size of the account,
assume a $10,000 account size.
    2. Reflect, as appropriate, any recurring fees charged to
shareholder accounts that are paid other than by sale of the Fund's
shares.
    3. 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
market price, 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.
    (F) Appropriate 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. Adjust the index to reflect the
reinvestment of dividends on securities in the index, but do not
reflect the expenses of the Fund.
    (G) 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.
    (H) Change in Index. If the Fund uses an index that is different
from the one used for the immediately preceding fiscal year, 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.
    (I) Other Periods. The line graph may cover earlier fiscal years
and 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.
    (J) Scale. The axis of the graph measuring dollar amounts may use
either a linear or a logarithmic scale.
    (K) New Funds. A New Fund is not required to include the
information specified by this Item in its prospectus (or annual
report), unless Form N-2 (or the annual report) contains audited
financial statements covering a period of at least 6 months.
    (L) 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:
    1. Neither the current adviser nor any affiliate is or has been in
``control'' of the previous adviser under Section 2(a)(9) of the
Investment Company Act;
    2. 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
    3. The graph is accompanied by a statement explaining that previous
periods during which the Fund was advised by another investment adviser
are not shown.
    (3) Discuss the effect of any policy or practice of maintaining a
specified level of distributions to shareholders on the Fund's
investment strategies and per share net asset value during the last
fiscal year. Also discuss the extent to which the Fund's distribution
policy resulted in distributions of capital.
    h. If the Fund has filed a registration statement pursuant to
General Instruction A.2:
    (1) Senior Securities. Include the information required by Item
4.3.
    (2) Fee and Expense Table. Include the information required by Item
3.1.
    (3) Share Price Data. Include the information required by Item 8.5.
    (4) Unresolved Staff Comments. If the Fund has received written
comments from the Commission staff regarding its periodic or current
reports under the Exchange Act or Investment Company

Act or its registration statement not less than 180 days before the end
of its fiscal period to which the annual report relates, and such
comments remain unresolved, disclose the substance of any such
unresolved comments that the Fund believes are material. Such
disclosure may provide other information including the position of the
Fund with respect to any such comment.
    5. Every report to shareholders required by Section 30(e) of the
Investment Company Act and Rule 30e-1 thereunder, except the annual
report, shall contain the following information (which need not be
audited):
    a. The financial statements required by Regulation S-X for the
period commencing either with (1) the beginning of the company's fiscal
year (or date of organization, if newly organized); or (2) a date not
later than the date after the close of the period included in the last
report conforming with the requirements of Rule 30e-1 and the most
recent preceding fiscal year, modified to permit the omission of the
statements and schedules that may be omitted from Part B of the
registration statement by Instruction 2 above and as permitted by
Instruction 7 below;
    b. the financial highlights required by Item 4.1 of this Form, for
the period of the report as specified by subparagraph a of this
instruction, and the most recent preceding fiscal year;
    c. unless shown elsewhere in the report as part of the financial
statements required by subparagraph a of this instruction, the
aggregate remuneration paid by the company during the period covered by
the report (1) to all directors and to all members of any advisory
board for regular compensation; (2) to each director and to each member
of an advisory board for special compensation; (3) to all officers; and
(4) to each person of whom an officer or director of the company is an
affiliated person; and
    d. the information concerning changes in and disagreements with
accountants and on accounting and financial disclosure required by Item
304 of Regulation S-K.
    6. Every annual and semi-annual report to shareholders required by
Section 30(e) of the Investment Company Act and Rule 30e-1 thereunder
shall contain the following information:
    a. One or more tables, charts, or graphs depicting the portfolio
holdings of the Fund by reasonably identifiable categories (e.g., type
of security, industry sector, geographic region, credit quality, or
maturity) showing the percentage of net asset value or total
investments attributable to each. The categories and the basis of
presentation (e.g., net asset value or total investments) should be
selected, and the presentation should be formatted, in a manner
reasonably designed to depict clearly the types of investments made by
the Fund, given its investment objectives. If the Fund depicts
portfolio holdings according to credit quality, it should include a
description of how the credit quality of the holdings were determined,
and if credit ratings, as defined in Section 3(a)(60) of the Exchange
Act, assigned by a credit rating agency, as defined in Section 3(a)(61)
of the Exchange Act, are used, explain how they were identified and
selected. This description should be included near, or as part of, the
graphical representation.
    b. Statement Regarding Availability of Quarterly Portfolio
Schedule. A statement that: (i) The Fund files its complete schedule of
portfolio holdings with the SEC for the first and third quarters of
each fiscal year as an exhibit to its reports on Form N-PORT; (ii) the
Fund's Form N-PORT reports are available on the Commission's website at
http://www.sec.gov; (iii) if the Fund makes the information on Form N-
PORT available to shareholders on its website or upon request, a
description of how the information may be obtained from the Fund.
    c. A statement that a description of the policies and procedures
that the Fund uses to determine how to vote proxies relating to
portfolio securities is available (1) without charge, upon request, by
calling a specified toll-free (or collect) telephone number or sending
an email to a specified email address, if any; (2) on the Fund's
website, if applicable; and (3) on the Commission's website at http://www.sec.gov; and
    d. A statement that information regarding how the Fund voted
proxies relating to portfolio securities during the most recent 12-
month period ended June 30 is available (1) without charge, upon
request, by calling a specified toll-free (or collect) telephone
number; sending an email to a specified email address, if any; or on or
through the Fund's website at a specified internet address; and (2) on
the Commission's website at http://www.sec.gov.
    e. If the Fund's 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 the Fund's 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 the Fund's brokerage.
    f. Board approvals covered by Instruction 6.e to this Item include
both approvals of new investment advisory contracts and approvals of
contract renewals. Investment advisory contracts covered by Instruction
6.e include subadvisory contracts. Conclusory statements or a list of
factors will not be considered sufficient disclosure under Instruction
6.e. 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. If any factor enumerated
in Instruction 6.e(1) to this Item is not relevant to the board's
evaluation of an investment advisory contract, note this and explain
the reasons why the factor is not relevant.

    g. Include on the front cover page or at the beginning of the
annual or semi-annual report a statement to the following effect, if
applicable:
    Beginning on [date], as permitted by regulations adopted by the
Securities and Exchange Commission, paper copies of the Fund's
shareholder reports like this one will no longer be sent by mail,
unless you specifically request paper copies of the reports from the
Fund [or from your financial intermediary, such as a broker-dealer or
bank]. Instead, the reports will be made available on a website, and
you will be notified by mail each time a report is posted and provided
with a website link to access the report.
    If you already elected to receive shareholder reports
electronically, you will not be affected by this change and you need
not take any action. You may elect to receive shareholder reports and
other communications from the Fund [or your financial intermediary]
electronically by [insert instructions].
    You may elect to receive all future reports in paper free of
charge. You can inform the Fund [or your financial intermediary] that
you wish to continue receiving paper copies of your shareholder reports
by [insert instructions]. Your election to receive reports in paper
will apply to all funds held with [the fund complex/your financial
intermediary].
    h. Disclose any information the Fund was required to disclose in a
report on Form 8-K and that the Fund has not reported during the
relevant period. If disclosure of such information is made under this
instruction, it need not be repeated in a report on Form 8-K that would
otherwise be required to be filed with respect to such information or
in a subsequent annual or semi-annual report to shareholders.
    i. A Fund that files a registration statement pursuant to General
Instruction A.2, and includes in any annual or semi-annual report to
shareholders or periodic report filed under the Exchange Act
information not otherwise required to be included in the report in
order to update the Fund's prospectus or SAI, must include a statement
in the report identifying all information included for this purpose.
    7. Schedule IX--Summary schedule of investments in securities of
unaffiliated issuers [17 CFR 210.12-12C] may be included in the
financial statements required under Instructions 4.a and 5.a of this
Item in lieu of Schedule I--Investments in securities of unaffiliated
issuers [17 CFR 210.12-12] if:
    a. The Fund states in the report that the Fund's complete schedule
of investments in securities of unaffiliated issuers is available (i)
without charge, upon request, by calling a specified toll-free (or
collect) telephone number or sending an email to a specified email
address, if any; (ii) on the Fund's website, if applicable; and (iii)
on the Commission's website at http://www.sec.gov; and
    b. whenever the Fund (or financial intermediary through which
shares of the Fund may be purchased or sold) receives a request for the
Fund's schedule of investments in securities of unaffiliated issuers,
the Fund (or financial intermediary) sends a copy of Schedule I--
Investments in securities of unaffiliated issuers within 3 business
days of receipt by first-class mail or other means designed to ensure
equally prompt delivery.
    8. a. When a Fund (or financial intermediary through which shares
of the Fund may be purchased or sold) receives a request for a
description of the policies and procedures that the Fund uses to
determine how to vote proxies, the Fund (or financial intermediary)
must send the information most recently disclosed in response to Item
18.16 of this Form or Item 7 of Form N-CSR within 3 business days of
receipt of the request, by first-class mail or other means designed to
ensure equally prompt delivery.
    b. If a Fund discloses that the Fund's proxy voting record is
available by calling a toll-free (or collect) telephone number or
sending an email to a specified email address, if any, and the Fund (or
financial intermediary through which shares of the Fund may be
purchased or sold) receives a request for this information, the Fund
(or financial intermediary) must send the information disclosed in the
Fund's most recently filed report on Form N-PX, within 3 business days
of receipt of the request, by first-class mail or other means designed
to ensure equally prompt delivery.
    c. If a Fund discloses that the Fund's proxy voting record is
available on or through its website, the Fund must make available free
of charge the information disclosed in the Fund's most recently filed
report on Form N-PX on or through its website as soon as reasonably
practicable after filing the report with the Commission. The
information disclosed in the Fund's most recently filed report on Form
N-PX must remain available on or through the Fund's website for as long
as the Fund remains subject to the requirements of Rule 30b1-4 under
the Investment Company Act and discloses that the Fund's proxy voting
record is available on or through its website.
    9. See General Instruction F regarding Incorporation by Reference.
    10. Every annual report filed under the Exchange Act by a business
development company must contain the information required by
Instructions 4.b and 4.h, and every periodic report filed under the
Exchange Act by a business development company must include the
information required by Instruction 6.i, if applicable.

Part C--Other Information

Item 25. Financial Statements and Exhibits

    List all financial statements and exhibits filed as part of the
registration statement.
    1. Financial statements.
    Instruction. Identify those financial statements that are included
in Parts A and B of the registration statement.
    2. Exhibits.
    Subject to General Instruction F regarding incorporation by
reference and Rule 483 under the Securities Act, file the exhibits
listed below as part of the registration statement. Letter or number
the exhibits in the sequence indicated, 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. Copies of the charter as now in effect.
    b. Copies of the existing bylaws or instruments corresponding
thereto.
    c. Copies of any voting trust agreement with respect to more than
five percent of any class of equity securities of the Fund.
    d. Copies of the constituent instruments defining the rights of the
holders of the securities.
    e. A copy of the document setting forth the Fund's dividend
reinvestment plan, if any.
    f. Copies of the constituent instruments defining the rights of the
holders of long-term debt of all subsidiaries for which consolidated or
unconsolidated financial statements are required to be filed (The
instrument relating to any class of long- term debt of the Fund or any
subsidiary need not be filed if the total amount of securities
authorized thereunder amounts to less than two percent of the total
assets of the Fund and its subsidiaries on a consolidated basis, and if
the Fund files an agreement to furnish such copies to the Commission
upon request.).
    g. Copies of all investment advisory contracts relating to the
management of the assets of the Fund.

    h. Copies of each underwriting or distribution contract between the
Fund and a principal underwriter, and specimens or copies of all
agreements between principal underwriters and dealers.
    i. Copies of all bonus, profit sharing, pension, or other similar
contracts or arrangements wholly or partly for the benefit of directors
or officers of the Fund in their capacity as such (a reasonably
detailed description of any plan that is not set forth in a formal
document should be furnished).
    j. Copies of all custodian agreements and depository contracts
entered into in conformance with Section 17(f) of the Investment
Company Act or rules thereunder with respect to securities and similar
investments of the Fund, including the schedule of remuneration.
    k. Copies of all other material contracts not made in the ordinary
course of business that are to be performed in whole or in part at or
after the date of filing the registration statement.
    l. An opinion of counsel and consent to its use as to the legality
of the securities being registered, indicating whether they will be
legally issued, fully paid, and nonassessable.
    m. If a non-resident director, officer, investment adviser, or
expert named in the registration statement has executed a consent to
service of process within the United States, a copy of that consent to
service.
    n. Copies of any other opinions, appraisals, or rulings, and
consents to their use, relied on in preparing the registration
statement, and consents to the use of accountants' reports relating to
audited financial statements required by Section 7 of the Securities
Act.
    o. All financial statements omitted from Items 8.6 or 24.
    p. Copies of any agreements or understandings made in consideration
for providing the initial capital between or among the Fund, the
underwriter, adviser, promoter, or initial stockholders and written
assurance from the promoters or initial stockholders that their
purchases were made for investment purposes without any present
intention of reselling.
    q. Copies of the model plan used in the establishment of any
retirement plan in conjunction with which the Fund offers its
securities, any instructions to it, and any other documents making up
the model plan (such form(s) should disclose the costs and fees charged
in connection with the plan).
    r. Copies of any codes of ethics adopted under Rule 17j-1 under the
Investment Company Act 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., the Fund is a Money Market Fund).
    Instructions.
    1. Subject to the rules on incorporation by reference and
Instruction 2 below, the foregoing exhibits shall be filed as a part of
the registration statement. Exhibits required by paragraphs 2.h, 2.l,
2.n, and 2.o above need to be filed only as part of a Securities Act
registration statement. Exhibits shall be appropriately lettered or
numbered for convenient reference. Exhibits incorporated by reference
may bear the designation given in a previous filing. Where exhibits are
incorporated by reference, the reference shall be made in the list of
exhibits. The reference shall include the form, file number and date of
the previous filing, and the exhibit number (i.e., exhibit 2.a, 2.b,
etc.) under which the exhibit was previously filed.
    2. A Fund need not file an exhibit as part of a post-effective
amendment, if the exhibit has been filed in the Fund's initial
registration statement or in a previous post-effective amendment,
unless there has been a change in the exhibit, or unless the exhibit is
a copy of a consent required by Section 7 of the Securities Act or is a
financial statement omitted from Items 8.6 or 24. The reference to this
exhibit shall include the number of the previous filing (e.g., pre-
effective amendment No. 1) where such exhibit was filed.
    3. If an exhibit to a registration statement (other than an opinion
or consent), filed in preliminary form, has been changed (1) only to
insert information as to interest, dividend or conversion rates,
redemption or conversion prices, purchase or offering prices,
underwriters' or dealers' commissions, names, addresses or
participation of underwriters or similar matters, which information
appears elsewhere in an amendment to the registration statement or a
prospectus filed pursuant to Rule 424(b) under the Securities Act or
(2) to correct typographical errors, insert signatures or make other
similar immaterial changes, then, notwithstanding any contrary
requirement of any rule or form, the Fund need not refile the exhibit
as so amended. Any incomplete exhibit may not, however, be incorporated
by reference into any subsequent filing under any Act administered by
the Commission. If an exhibit required to be executed (e.g., an
underwriting agreement) is filed in final form, a copy of an executed
copy shall be filed.

Item 26. Marketing Arrangements

    Briefly describe any arrangements known to the Fund or to any
person named in response to Item 5, or to any person specified in Item
19.2, made for any of the following purposes:
    1. To limit or restrict the sale of other securities of the same
class as those to be offered for the period of distribution;
    2. to stabilize the market for any of the securities to be offered;
or
    3. to hold each underwriter or dealer responsible for the
distribution of his or her participation.
    Instruction. If the answer to this Item is contained in an exhibit,
the Item may be answered by cross-reference to the relevant
paragraph(s) of the exhibit.

Item 27. Other Expenses of Issuance and Distribution

    Furnish a reasonably itemized statement of all expenses in
connection with the issuance and distribution of the securities being
registered, other than underwriting discounts and commissions. If any
of the securities being registered are to be offered for the account of
securityholders, indicate the portion of expenses to be borne by
securityholders.
    Instruction. Insofar as practicable, separately itemize
registration fees, federal taxes, state taxes and fees, trustees' and
transfer agents' fees, costs of printing and engraving, rating agency
fees, and legal and accounting fees. The information may be given
subject to future contingencies. Provide estimates if the amounts of
any items are not known.

Item 28. Persons Controlled by or Under Common Control

    Furnish a list or diagram of all persons directly or indirectly
controlled by, or under common control with, the Fund, and as to each
of these persons indicate (1) if a company, the state or other
jurisdiction under whose laws it is organized, and (2) the percentage
of voting securities owned or other basis of control by the person, if
any, immediately controlling it.
    Instructions.
    1. The list or diagram shall include the Fund and shall show
clearly the relationship of each company named to the Fund and to other
companies named. If the company is controlled by the direct ownership
of its securities by two or more persons, so indicate by appropriate
cross-reference.
    2. Identify, by appropriate symbols: (1) Subsidiaries for which
separate financial statements are filed; (2) subsidiaries included in
the respective consolidated financial statements; (3)

subsidiaries included in the respective group financial statements
filed for unconsolidated subsidiaries; and (4) other subsidiaries,
indicating briefly why statements of these subsidiaries are not filed.

Item 29. Number of Holders of Securities

    State in substantially the tabular form indicated, as of a
specified date within 90 days prior to the date of filing, the number
of record holders of each class of securities of the Fund.

------------------------------------------------------------------------
                    (1)                                  (2)
------------------------------------------------------------------------
              Title of Class                  Number of Record Holders
------------------------------------------------------------------------

Item 30. Indemnification

    State the general effect of any contract, arrangement, or statute
under which any director, officer, underwriter, or affiliated person of
the Fund is insured or indemnified in any manner against any liability
that may be incurred in such capacity, other than insurance provided by
any member of the board of directors, officer, underwriter, or
affiliated person for his or her own protection.
    Instruction. In responding to this Item, the Fund should note the
requirements of Rules 461(c) and 484 under the Securities Act and
Section 17 of the Investment Company Act. (See Investment Company Act
Rel. No. 11330 (Sept. 4, 1980) [45 FR 62423 (Sept. 19, 1980)] and
Investment Company Act Rel. No. 7221 (June 9, 1972) [37 FR 12790 (June
29, 1972)].)

Item 31. Business and Other Connections of Investment Adviser

    Describe briefly any other business, profession, vocation, or
employment of a substantial nature in which each investment adviser of
the Fund, and each director, executive officer, or partner of any such
investment adviser, is or has been, at any time during the past two
fiscal years, engaged for his or her own account or in the capacity of
director, officer, employee, partner, or trustee.
    Instructions.
    1. State the name and principal business address of any company
with which any person specified above is connected in the capacity of
director, officer, employee, partner, or trustee and the nature of the
connection.
    2. The names of investment advisory clients need not be provided.
    3. For purposes of this Item, the term ``executive officer'' means
the investment adviser's president, any other officer who performs a
policy-making function for the investment adviser in connection with
its management of the closed-end fund, or any other person who performs
a similar policy-making function for the investment adviser. Executive
officers of subsidiaries of the investment adviser may be deemed
executive officers of the investment adviser, if they perform such
policy-making functions for the investment adviser.

Item 32. Location of Accounts and Records

    Furnish 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) of the Investment Company Act and the rules
thereunder.
    Instruction. The Fund may omit this information to the extent it is
provided in its most recent report on Form N-CEN.

Item 33. Management Services

    Furnish a summary of the substantive provisions of any management-
related service contract not discussed in Part A or B of the
registration statement (because the contract was not believed to be of
interest to a purchaser of the Fund's securities), indicating the
parties to the contract, the total dollars paid, and by whom, for the
last three fiscal years.
    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.

Item 34. Undertakings

    Furnish the following undertakings in substantially the following
form in all registration statements filed under the Securities Act, as
applicable:
    1. An undertaking to suspend the offering of shares until the
prospectus is amended if (1) subsequent to the effective date of its
registration statement, the net asset value declines more than ten
percent from its net asset value as of the effective date of the
registration statement or (2) the net asset value increases to an
amount greater than its net proceeds as stated in the prospectus.
    2. An undertaking to file a post-effective amendment with certified
financial statements showing the initial capital received before
accepting subscriptions from more than 25 persons, if the Fund proposes
to raise its initial capital under Section 14(a)(3) of the Investment
Company Act.
    3. If the securities being registered are to be offered to existing
shareholders pursuant to warrants or rights, and any securities not
taken by shareholders are to be reoffered to the public, an undertaking
to supplement the prospectus, after the expiration of the subscription
period, to set forth the results of the subscription offer, the
transactions by underwriters during the subscription period, the amount
of unsubscribed securities to be purchased by underwriters, and the
terms of any subsequent reoffering thereof. If any public offering by
the underwriters of the securities being registered is to be made on
terms differing from those set forth on the cover page of the
prospectus, the Fund shall undertake to file a post-effective amendment
to set forth the terms of such offering.
    4. If the securities are being registered in reliance on Rule 415
under the Securities Act, an undertaking:
    a. To file, during any period in which offers or sales are being
made, a post-effective amendment to the registration statement:
    (1) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
    (2) to reflect in the prospectus any facts or events after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the ``Calculation of Registration
Fee'' table in the effective registration statement.
    (3) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
    Provided, however, that paragraphs a(1), a(2), and a(3) of this
section do not apply if the registration statement is filed pursuant to
General Instruction A.2 of this Form and the information required to be
included in a post-effective amendment by those paragraphs is contained
in reports filed

with or furnished to the Commission by the Fund pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference
into the registration statement, or is contained in a form of
prospectus filed pursuant to Rule 424(b) that is part of the
registration statement.
    b. that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of those securities at that time shall be
deemed to be the initial bona fide offering thereof;
    c. to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering;
    d. that, for the purpose of determining liability under the
Securities Act to any purchaser:
    (1) If the Fund is relying on Rule 430B:
    (A) Each prospectus filed by the Fund pursuant to Rule 424(b)(3)
shall be deemed to be part of the registration statement as of the date
the filed prospectus was deemed part of and included in the
registration statement; and
    (B) Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of a registration statement in
reliance on Rule 430B relating to an offering made pursuant to Rule
415(a)(1)(i), (x), or (xi) for the purpose of providing the information
required by Section 10(a) of the Securities Act shall be deemed to be
part of and included in the registration statement as of the earlier of
the date such form of prospectus is first used after effectiveness or
the date of the first contract of sale of securities in the offering
described in the prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date of
the registration statement relating to the securities in the
registration statement to which that prospectus relates, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof. Provided, however, that no
statement made in a registration statement or prospectus that is part
of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such effective date,
supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or
made in any such document immediately prior to such effective date; or
    (2) if the Fund is subject to Rule 430C: Each prospectus filed
pursuant to Rule 424(b) under the Securities Act as part of a
registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in
reliance on Rule 430A, shall be deemed to be part of and included in
the registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of
the registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify any
statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such
document immediately prior to such date of first use.
    e. that for the purpose of determining liability of the Fund under
the Securities Act to any purchaser in the initial distribution of
securities:
    The undersigned Fund undertakes that in a primary offering of
securities of the undersigned Fund pursuant to this registration
statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned Fund will be a seller to the purchaser and will be
considered to offer or sell such securities to the purchaser:
    (1) Any preliminary prospectus or prospectus of the undersigned
Fund relating to the offering required to be filed pursuant to Rules
424under the Securities Act;
    (2) free writing prospectus relating to the offering prepared by or
on behalf of the undersigned Fund or used or referred to by the
undersigned Funds;
    (3) the portion of any other free writing prospectus or
advertisement pursuant to Rule 482 under the Securities Act relating to
the offering containing material information about the undersigned Fund
or its securities provided by or on behalf of the undersigned Fund; and
    (4) any other communication that is an offer in the offering made
by the undersigned Fund to the purchaser.
    5. If the Fund is filing a registration statement permitted by Rule
430A under the Securities Act, an undertaking that:
    a. For the purpose of determining any liability under the
Securities Act, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the Fund under Rule
424(b)(1) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective; and
    b. for the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of the securities
at that time shall be deemed to be the initial bona fide offering
thereof.
    6. Filings Incorporating Subsequent Exchange Act Documents by
Reference. Include the following if the registration statement
incorporates by reference any Exchange Act document filed subsequent to
the effective date of the registration statement:
    The undersigned Fund hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Fund's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by
reference into the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
    7. Request for acceleration of effective date or filing of
registration statement becoming effective upon filing. Include the
following if acceleration is requested of the effective date of the
registration statement pursuant to Rule 461 under the Securities Act,
or if a registration statement filed pursuant to General Instruction
A.2 of this Form will become effective upon filing with the Commission
pursuant to Rule 462(e) or (f) under the Securities Act, and:
    a. Any provision or arrangement exists whereby the Fund may
indemnify a director, officer or controlling person of the Fund against
liabilities arising under the Securities Act, or
    b. The underwriting agreement contains a provision whereby the Fund
indemnifies the underwriter or controlling persons of the underwriter
against such liabilities and a director, officer or controlling person
of the Fund is such an underwriter or controlling

person thereof or a member of any firm which is such an underwriter,
and
    c. The benefits of such indemnification are not waived by such
persons:
    Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Fund pursuant to the foregoing provisions,
or otherwise, the Fund has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Fund of expenses incurred or paid by a
director, officer or controlling person of the Fund in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Fund will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
    8. An undertaking to send by first class mail or other means
designed to ensure equally prompt delivery, within two business days of
receipt of a written or oral request, any prospectus or Statement of
Additional Information.

Signatures

    Pursuant to the requirements of the Securities Act of 1933 and/or
the Investment Company Act of 1940, the Registrant has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of______, and State of____, on
the ____ day of ______.

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Registrant

By---------------------------------------------------------------------

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Signature

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Title

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

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Signature
-----------------------------------------------------------------------

Title

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Date

    40. Amend Form 24F-2 (referenced in Sec.  274.24 of this chapter)
by:
    a. Revising the first sentence of paragraph A.1. of the
``INSTRUCTIONS'' section; and
    b. Revising the first sentence of paragraph A.3. of the
``INSTRUCTIONS'' section.
    The revisions read as follows:

    Note:  The text of Form 24F-2 does not, and these amendments
will not, appear in the Code of Federal Regulations.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 24F-2

Annual Filing Under Rule 24f 2 of the Investment Company Act of 1940

INSTRUCTIONS

    A. * * *
    1. This Form should be used by an open-end management investment
company, closed-end management company that makes periodic repurchase
offers pursuant to Sec.  270.23c-3(b) of this chapter, face amount
certificate company, or unit investment trust (``issuer'') for annual
filings required by rule 24f-2 under the Investment Company Act of 1940
[15 U.S.C. 80a] (``Investment Company Act''). * * *
* * * * *
    3. Pursuant to rule 101(a)(1)(iv) of Regulation S-T [17 CFR
232.101(a)(1)(iv)] this Form must be submitted in electronic format
using the Commission's Electronic Data Gathering, Analysis, and
Retrieval (``EDGAR'') system. * * *
* * * * *

    By the Commission.

    Dated: March 20, 2019.
Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019-05776 Filed 4-9-19; 8:45 am]
 BILLING CODE 8011-01-P