holding is a significant investment is based on the valuation of the
portfolio holding prior to the material write-down.
    2. No filing is required under this Item 10.02 if the conclusion is
made in connection with the preparation, review, or audit of financial
statements required to be included in the next periodic report due to
be filed under the Exchange Act, the periodic report is filed on a
timely basis, and such conclusion is disclosed in the report.
* * * * *

PART 270--RULES AND REGULATIONS, INVESTMENT COMPANY ACT OF 1940

0
34. The authority citation for part 270 continues to read, in part, as
follows:

    Authority: 15 U.S.C. 80a-1 et seq., 80a-34(d), 80a-37, 80a-39,
and Pub. L. 111-203, sec. 939A, 124 Stat. 1376 (2010), unless
otherwise noted.
* * * * *
0
35. Amend Sec.  270.8b-16 by adding paragraph (e) to read as follows:

Sec.  270.8b-16   Amendments to registration statement.

* * * * *
    (e) The changes required to be disclosed by paragraphs (b)(2)
through (b)(5) of this section must be described in enough detail to
allow investors to understand each change and how it may affect the
fund. Such disclosures must be prefaced with the following legend:
``The following information [in this annual report] is a summary of
certain changes since [date]. This information may not reflect all of
the changes that have occurred since you purchased [this fund].''
0
36. Amend Sec.  270.23c-3 by adding paragraph (e) to read as follows:

Sec.  270.23c-3   Repurchase offers by closed-end companies.

* * * * *
    (e) Registration of an indefinite amount of securities. A company
that makes repurchase offers pursuant to paragraph (b) of this section
shall be deemed to have registered an indefinite amount of securities
pursuant to section 24(f) of the Act (15 U.S.C. 80a-24(f)) upon the
effective date of its registration statement.
0
37. Amend Sec.  270.24f-2 by revising the first sentence of paragraph
(a) to read as follows:

Sec.  270.24f-2   Registration under the Securities Act of 1933 of
certain investment company securities.

    (a) General. Any face-amount certificate company, open-end
management company, closed-end management company that makes periodic
repurchase offers pursuant to Sec.  270.23c-3(b) of this chapter, or
unit investment trust (``issuer'') that is deemed to have registered an
indefinite amount of securities pursuant to section 24(f) of the Act
(15 U.S.C. 80a-24(f)) must not later than 90 days after the end of any
fiscal year during which it has publicly offered such securities, file

Form 24F-2 (17 CFR 274.24) with the Commission. * * *
* * * * *

PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940

0
38. The authority citation for part 274 is revised to read, in part, as
follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m,
78n, 78o(d), 80a-8, 80a-24, 80a-26, 80a-29, Pub. L. 111-203, sec.
939A, 124 Stat. 1376 (2010), and sec. 803(b), Pub. L. 115-141, 132
Stat. 348 (2018), unless otherwise noted.
* * * * *
0
39. Revise Form N-2 (referenced in Sec. Sec.  239.14 and 274.11a-1 of
this chapter) to read as follows:

    Note: The text of Form N-2 does not, and this amendment will
not, appear in the Code of Federal Regulations.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-2

Check appropriate box or boxes

[ ] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ] Pre-Effective Amendment No. ____

[ ] Post-Effective Amendment No. ____

and/or

[ ] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[ ] Amendment No. ____

-----------------------------------------------------------------------
Registrant Exact Name as Specified in Charter

-----------------------------------------------------------------------
Address of Principal Executive Offices (Number, Street, City, State,
Zip Code)

-----------------------------------------------------------------------
Registrant's Telephone Number, including Area Code

-----------------------------------------------------------------------
Name and Address (Number, Street, City, State, Zip Code) of Agent for
Service

-----------------------------------------------------------------------
Approximate Date of Commencement of Proposed Public Offering

[ ] Check box if the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment plans.
[ ] Check box if any securities being registered on this Form will be
offered on a delayed or continuous basis in reliance on Rule 415 under
the Securities Act of 1933 (``Securities Act''), other than securities
offered in connection with a dividend reinvestment plan.
[ ] Check box if this Form is a registration statement pursuant to
General Instruction A.2 or a post-effective amendment thereto.
[ ] Check box if this Form is a registration statement pursuant to
General Instruction B or a post-effective amendment thereto that will
become effective upon filing with the Commission pursuant to Rule
462(e) under the Securities Act.
[ ] Check box if this Form is a post-effective amendment to a
registration statement filed pursuant to General Instruction B filed to
register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act.

It is proposed that this filing will become effective (check
appropriate box)

[ ] when declared effective pursuant to Section 8(c) of the Securities
Act

    The following boxes should only be included and completed if the
registrant is a registered closed-end management investment company or
business development company which makes periodic repurchase offers
under Rule 23c-3 under the Investment Company Act of 1940 (``Investment
Company Act'') and is making this filing in accordance with Rule 486
under the Securities Act.

[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)
[ ] on (date) pursuant to paragraph (a)

If appropriate, check the following box:

[ ] This [post-effective] amendment designates a new effective date for
a previously filed [post-effective amendment] [registration statement].
[ ] This Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, and the
Securities Act registration statement number of the earlier effective
registration statement for the same offering is: ____
[ ] This Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, and the Securities Act registration
statement number of the earlier effective registration statement for
the same offering is: ____
[ ] This Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, and the Securities Act registration
statement number of the earlier effective registration statement for
the same offering is: ____

Check each box that appropriately characterizes the Fund:

[ ] Registered Closed-End Fund (closed-end company that is registered
under the Investment Company Act).
[ ] Business Development Company (closed-end company that intends or
has elected to be regulated as a business development company under the
Investment Company Act).
[ ] Interval Fund (Registered Closed-End Fund or a Business Development
Company that makes periodic repurchase offers under Rule 23c-3 under
the Investment Company Act).
[ ] A.2 Qualified (qualified to register securities pursuant to General
Instruction A.2 of this Form).
[ ] Well-Known Seasoned Issuer (as defined by Rule 405 under the
Securities Act).
[ ] Emerging Growth Company (as defined by Rule 12b-2 under the
Securities Exchange Act of 1934 (``Exchange Act'').
[ ] New Registrant (registered or regulated under the Investment
Company Act for less than 12 calendar months preceding this filing).

                        Calculation of Registration Fee Under the Securities Act of 1933
----------------------------------------------------------------------------------------------------------------
                                                          Proposed maximum   Proposed maximum
Title of securities being registered     Amount being      offering price       aggregate          Amount of
                                          registered          per unit        offering price    registration fee

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

    Instructions.
    If the registration statement or amendment is filed under only one
of the Acts, omit reference to the other Act from the facing sheet.
Include the ``Approximate Date of Commencement of Proposed Public
Offering'' and the table showing the calculation of the registration
fee only where shares are being registered under the Securities Act.
    If the filing fee is calculated pursuant to Rule 457(o) under the
Securities Act, only the title of the class of securities to be
registered, the proposed maximum aggregate offering price for that
class of securities, and the amount of registration fee need to appear
in the Calculation of Registration Fee table.
    If the filing fee is calculated pursuant to Rule 457(r) under the
Securities Act, the Calculation of Registration Fee table must state
that it registers an unspecified amount of securities of each
identified class of securities and must provide that the Fund is
relying on Rule 456(b) and Rule 457(r). If the Calculation of
Registration Fee table is amended in a post-effective amendment to the
registration statement or in a prospectus filed in accordance with Rule
456(b)(1)(ii), the table must specify the aggregate offering price for
all classes of securities in the referenced offering or offerings and
the applicable registration fee.
    Any difference between the dollar amount of securities registered
for such offerings and the dollar amount of securities sold may be
carried forward on a future registration statement pursuant to Rule 457
under the Securities Act.
    Fill in the 811-__, 814-__ and 33-__ blanks only if these filing
numbers (for the Investment Company Act registration and/or the
Securities Act registration, respectively) have already been assigned
by the Securities and Exchange Commission.
    Form N-2 is to be used by closed-end management investment
companies, except small business investment companies licensed as such
by the United States Small Business Administration, to register under
the Investment Company Act and to offer their shares under the
Securities Act. The Commission has designed Form N-2 to provide
investors with information that will assist them in making a decision
about investing in an investment company eligible to use the Form. The
Commission also may use the information provided on Form N-2 in its
regulatory, disclosure review, inspection, and policy making roles.
    A Registrant is required to disclose the information specified by
Form N-2, and the Commission will make this information public. A
Registrant is not required to respond to the collection of information
contained in Form N-2 unless the Form displays a currently valid Office
of Management and Budget (``OMB'') control number. Please direct
comments concerning the accuracy of the information collection burden
estimate and any suggestions for reducing the burden to Secretary,
Securities and Exchange Commission, 100 F Street NE, Washington, DC
20549. The OMB has reviewed this collection of information under the
clearance requirements of 44 U.S.C. 3507.
    Persons who respond to the collection of information contained in
this form are not required to respond unless the form displays a
currently valid OMB control number.

Contents of Form N-2

GENERAL INSTRUCTIONS
A. Use of Form N-2
B. Automatic Shelf Offerings by Well-Known Seasoned Issuers
C. Registration Fees
D. Application of General Rules and Regulations
E. Amendments
F. Incorporation by Reference
G. Documents Comprising the Registration Statement or Amendment
H. Preparation of the Registration Statement or Amendment
I. Registration of Additional Securities
Part A: The Prospectus
Part B: Statement of Additional Information
General Instructions for Parts A and B
Part A--Information Required in a Prospectus
    Item 1. Outside Front Cover
    Item 2. Cover Pages; Other Offering Information
    Item 3. Fee Table and Synopsis
    Item 4. Financial Highlights
    Item 5. Plan of Distribution
    Item 6. Selling Shareholders
    Item 7. Use of Proceeds
    Item 8. General Description of the Registrant
    Item 9. Management
    Item 10. Capital Stock, Long-Term Debt, and Other Securities
    Item 11. Defaults and Arrears on Senior Securities
    Item 12. Legal Proceedings
    Item 13. [Removed and Reserved]
Part B--Information Required in a Statement of Additional Information
    Item 14. Cover Page
    Item 15. Table of Contents
    Item 16. General Information and History
    Item 17. Investment Objective and Policies
    Item 18. Management Instructions
    Item 19. Control Persons and Principal Holders of Securities
    Item 20. Investment Advisory and Other Services
    Item 21. Portfolio Managers
    Item 22. Brokerage Allocation and Other Practices
    Item 23. Tax Status
    Item 24. Financial Statements
Part C--Other Information
    Item 25. Financial Statements and Exhibits
    Item 26. Marketing Arrangements
    Item 27. Other Expenses of Issuance and Distributions
    Item 28. Persons Controlled by or Under Common Control
    Item 29. Number of Holders of Securities
    Item 30. Indemnification
    Item 31. Business and Other Connections of Investment Adviser
    Item 32. Location of Accounts and Records
    Item 33. Management Services
    Item 34. Undertakings
Signatures

General Instructions

A. Use of Form N-2

    1. General. Form N-2 is used by all closed-end management
investment companies (``Registrant'' or ``Fund''), except small
business investment companies licensed as such by the United States
Small Business Administration, to file: (1) An initial registration
statement under Section 8(b) of the Investment Company Act and any
amendments to the registration statement, including amendments required
by Rule 8b-16 under the Investment Company Act; (2) a registration
statement under the Securities Act and any amendment to it; or (3) any
combination of these filings.
    2. Optional Use of Form for Certain Funds. A Fund may elect to file
a registration statement pursuant to this General Instruction A.2,
including a registration statement used in connection with an offering
pursuant to Rule 415(a)(1)(x) under the Securities Act, if it meets all
of the following requirements:
    a. The Fund meets the requirements of General Instruction I.A. of
Form S-3, provided that failing to timely file a report required solely
pursuant to Items 10.01 or 10.02 of Form 8-K will not affect the Fund's
ability to meet the terms of General Instruction I.A.3(b) of Form S-3;
    b. if the Fund is registered under the Investment Company Act, it
has been registered for a period of at least twelve

calendar months immediately preceding the filing of the registration
statement on this Form, and has timely filed all reports required to be
filed pursuant to Section 30 of the Investment Company Act during the
twelve calendar months and any portion of a month immediately preceding
the filing of the registration statement; and
    c. the registration statement to be filed pursuant to this General
Instruction A.2 relates to a transaction specified in General
Instruction I.B. or I.C of Form S-3, as applicable, and meets all of
the conditions to the transaction specified in the applicable
instruction.
    A registration statement filed pursuant to this instruction shall
specifically incorporate by reference into the prospectus and statement
of additional information (``SAI'') all of the materials specified in
General Instruction F.3, pursuant to the requirements set forth in that
instruction.
    A Fund must indicate that the registration statement is being filed
pursuant to this instruction by checking the appropriate box on the
facing sheet.

    Note to General Instruction A.2. Attention is directed to the
General Instructions of Form S-3, including General Instructions
II.D, F, and G, which contain general information regarding the
preparation and filing of automatic and non-automatic shelf
registration statements.

B. Automatic Shelf Offerings by Well-Known Seasoned Issuers

    Any Fund that is a Well-Known Seasoned Issuer as defined in Rule
405 of the Securities Act at the most recent eligibility determination
date specified in paragraph (2) of that definition may use a
registration statement filed under General Instruction A.2 of this Form
as an automatic shelf registration statement for registration under the
Securities Act of securities offerings, other than pursuant to Rule
415(a)(1)(vii) or (viii) of the Securities Act, only for the
transactions that are described in, and consistent with the
requirements of, General Instruction I.D. of Form S-3.

    Note to General Instruction B. Attention is directed to the
General Instructions of Form S-3, including General Instructions
II.E, F, G and IV.B, which contain general information regarding the
preparation and filing of automatic shelf registration statements.

C. Registration Fees

    Section 6(b) of the Securities Act and Rule 457 thereunder set
forth the fee requirements under the Securities Act.

D. Application of General Rules and Regulations

    If the registration statement is being filed under both the
Securities and Investment Company Acts or under only the Securities
Act, the General Rules and Regulations under the Securities Act,
particularly Regulation C [17 CFR 230.400 through 497], shall apply. If
the registration statement is being filed under only the Investment
Company Act, the General Rules and Regulations under the Investment
Company Act, particularly those under Section 8(b) [17 CFR 270.8b-1 et
seq.], shall apply.

E. Amendments

    1. Paragraph (a) of Rule 8b-16 under the Investment Company Act
requires closed-end management investment companies to annually amend
the Investment Company Act registration statement. Paragraph (b) of
Rule 8b-16 exempts a closed-end management investment company from this
requirement if it provides certain information specified by that rule
to shareholders in its annual report.
    2. If Form N-2 is used to file a registration statement under both
the Securities and Investment Company Acts, any amendment of that
registration statement shall be deemed to be filed under both Acts
unless otherwise indicated on the facing sheet.
    3. Funds offering securities on a delayed or continuous basis in
reliance upon Rule 415 under the Securities Act must provide the
undertakings with respect to post-effective amendments required by Item
34 of Form N-2.
    4. A post-effective amendment to a registration statement on this
Form, or a registration statement filed for the purpose of registering
additional shares of common stock for which a registration statement
filed on this Form is effective, filed on behalf of a Fund which makes
periodic repurchase offers pursuant to Rule 23c-3 under the Investment
Company Act may become effective automatically in accordance with Rule
486 under the Securities Act. In accordance with Rule 429 under the
Securities Act, a Fund filing a new registration statement for the
purpose of registering additional shares of common stock may use a
prospectus with respect to the additional shares also in connection
with the shares covered by earlier registration statements if such
prospectus includes all of the information which would currently be
required in a prospectus relating to the securities covered by the
earlier statements. The filing fee required by the Securities Act and
Rule 457 under the Securities Act shall be paid with respect to the
additional shares only.

F. Incorporation by Reference

    1. General Requirements. Incorporation by reference must comply
with the requirements of this Form and the following rules on
incorporation by reference: Rule 411 under the Securities Act (general
rules on incorporation by reference into a prospectus); Rule 303 of
Regulation S-T (specific requirements for electronically filed
documents); and Rules 0-4, 8b-23, 8b-24 and 8b-32 under the Investment
Company Act (additional rules on incorporation by reference for Funds).
    2. Specific Requirements for Incorporation by Reference for Funds
Not Relying on General Instruction A.2.
    a. A Fund may not incorporate by reference into a prospectus
information that Part A of this Form requires to be included in a
prospectus, except as specifically permitted by Part A of this Form or
paragraph F.2.d below.
    b. A Fund may incorporate by reference any or all of the SAI into
the prospectus (but not to provide any information required by Part A
to be included in the prospectus) without delivering the SAI with the
prospectus.
    c. A Fund may incorporate by reference into the SAI or its response
to Part C, information that Parts B and C require to be included in the
Fund's registration statement.
    d. A Fund may incorporate by reference into the prospectus or the
SAI in response to Items 4.1 or 24 of this Form the information
contained in Form N-CSR or any report to shareholders meeting the
requirements of Section 30(e) of the Investment Company Act and Rule
30e-1 thereunder (and a Fund that has elected to be regulated as a
business development company may so incorporate into Items 4.1, 4.2,
8.6.c, or 24 of this Form the information contained in its annual
report under the Exchange Act), provided:
    (1) the material incorporated by reference is prepared in
accordance with, and covers the periods specified by, this Form; and
    (2) the Fund states in the prospectus or the SAI, at the place
where the information required by Items 4.1, 4.2, 8.6.c., or 24 of this
Form would normally appear, that the information is incorporated by
reference from a report to shareholders or a report on Form N-CSR or an
annual report on Form 10-K. (The Fund also may describe briefly, in
either the prospectus, the SAI, or Part C of the registration statement
(in response to Item 25.1) those portions of the report to shareholders
or report on Form N-CSR or Form 10-K that are not

incorporated by reference and are not a part of the registration
statement.)
    3. Specific Requirements for Incorporation by Reference for Certain
Funds. If a Fund is filing a registration statement pursuant to General
Instruction A.2, the following requirements apply:
    a. Backward Incorporation by Reference. The documents listed in (1)
and (2) below shall be specifically incorporated by reference into the
prospectus and SAI by means of a statement to that effect in the
prospectus and SAI listing all such documents:
    (1) The Fund's latest annual report filed pursuant to Section 13(a)
or Section 15(d) of the Exchange Act that contains financial statements
for the fund's latest fiscal year for which a Form N-CSR or Form 10-K
was required to be filed;
    (2) all other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the annual
report referred to in (1) above; and
    (3) if capital stock is to be registered and securities of the same
class are registered under Section 12 of the Exchange Act, the
description of such class of securities which is contained in a
registration statement filed under the Exchange Act, including any
amendment or reports filed for the purpose of updating such
description.
    b. Forward Incorporation by Reference. The prospectus and SAI shall
also state that all documents subsequently filed by the Fund pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
termination of the offering shall be deemed to be incorporated by
reference into the prospectus and SAI.
    c. Use of Information to be Incorporated. Any information required
in the prospectus and SAI in response to Items 3-13 and Items 16-24 of
this Form may be included in the prospectus and SAI through documents
filed pursuant to Sections 13(a), 14, or 15(d) of the Exchange Act that
are incorporated or deemed incorporated by reference into the
prospectus and SAI that are part of the registration statement.
    Instruction. Attention is directed to Rule 439 under the Securities
Act regarding consent to use of material incorporated by reference.
    4. Disclosure.
    a. The Fund must make its prospectus, SAI, and any periodic and
current reports filed pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference readily available and
accessible on a website maintained by or for the Fund and containing
information about the Fund.
    b. The Fund must state in its prospectus and SAI:
    (1) That it will provide to each person, including any beneficial
owner, to whom a prospectus or SAI is delivered, a copy of any or all
information that has been incorporated by reference into the prospectus
or SAI but not delivered with the prospectus or SAI;
    (2) that it will provide this information upon written or oral
request;
    (3) that it will provide this information at no charge;
    (4) the name, address, telephone number, and email address, if any,
to which the request for this information must be made; and
    (5) the Fund's website address where the prospectus, SAI, and any
incorporated information may be accessed.
    Instruction. If the Fund sends any of the information that is
incorporated by reference into the prospectus or SAI to security
holders, it also must send any exhibits that are specifically
incorporated by reference into that information.
    c. The Fund also must:
    (1) Identify the reports and other information that it files with
the SEC; and
    (2) state that the SEC maintains an internet site that contains
reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC and state the
address of that site (http://www.sec.gov).

G. Documents Comprising the Registration Statement or Amendment

    1. A registration statement or an amendment to it filed under both
the Securities and Investment Company Acts consists of the facing sheet
of the Form, Part A, Part B, Part C, required signatures, all other
documents filed as a part of the registration statement, and documents
or information permitted to be incorporated by reference.
    2. A registration statement or amendment to it that is filed under
only the Securities Act shall contain all the information and documents
specified in paragraph 1 of this Instruction G.
    3. A registration statement or an amendment to it that is filed
under only the Investment Company Act shall consist of the facing sheet
of the Form, responses to all items of Parts A and B except Items 1, 2,
3.2, 4, 5, 6, and 7 of Part A, responses to all items of Part C except
Items 25.2.h, 25.2.l, 25.2.n, and 25.2.o, required signatures, and all
other documents that are required or which the Fund may file as part of
the registration statement.

H. Preparation of the Registration Statement or Amendment

    1. The following instructions for completing Form N-2 are divided
into three parts. Part A relates to the prospectus required by Section
10(a) of the Securities Act. Part B relates to the SAI that must be
provided upon request to recipients of the prospectus. Part C relates
to other information that is required to be in the registration
statement.
    2. Interactive Data Files.
    a. An Interactive Data File as defined in Rule 11 of Regulation S-T
is required to be submitted to the Commission in the manner provided by
Rule 405 of Regulation S-T for any registration statement or post-
effective amendment thereto on Form N-2 containing the cover page
information specified in Rule 405 of Regulation S-T. The Interactive
Data File must be submitted either with the filing, or as an amendment
to the registration statement to which it relates that is submitted on
or before the date the registration statement or post-effective
amendment that contains the related information becomes effective.
    b. An Interactive Data File is required to be submitted to the
Commission in the manner provided by Rule 405 of Regulation S-T for any
form of prospectus filed pursuant to Rule 424 under the Securities Act
that includes information provided in response to Items 3.1, 4.3,
8.2.b, 8.2.d, 8.3.a, 8.3.b, 8.5.b, 8.5.c, 8.5.e, 10.1.a-d, 10.2.a-c,
10.2.e, 10.3, or 10.5 that varies from the registration statement. The
Interactive Data File must be submitted with the filing made pursuant
to Rule 424.
    c. If a Fund is filing a registration statement pursuant to General
Instruction A.2, an Interactive Data File is required to be submitted
to the Commission in the manner provided by Rule 405 of Regulation S-T
for any of the documents listed in General Instruction F.3.a or General
Instruction F.3.b that include or amend information provided in
response to Items 3.1, 4.3, 8.2.b, 8.2.d, 8.3.a, 8.3.b, 8.5.b, 8.5.c,
8.5.e, 10.1.a-d, 10.2.a-c, 10.2.e, 10.3, or 10.5. The Interactive Data
File must be submitted with the filing of the document(s) listed in
General Instruction F.3.a or General Instruction F.3.b.
    d. The Interactive Data File must be submitted in accordance with
the specifications in the EDGAR Filer Manual, and must be submitted in
such a manner that--for any information that does not relate to all of
the classes of a

Fund--will permit each class of the Fund to be separately identified.

I. Registration of Additional Securities

    With respect to the registration of additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, the Fund may
file a registration statement consisting only of the following: The
facing page; a statement that the contents of the earlier registration
statement, identified by file number, are incorporated by reference;
required opinions and consents; the signature page; and any price-
related information omitted from the earlier registration statement in
reliance on Rule 430A that the Fund chooses to include in the new
registration statement. The information contained in such a Rule 462(b)
registration statement shall be deemed to be part of the earlier
registration statement as of the date of effectiveness of the Rule
462(b) registration statement. Any opinion or consent required in such
a registration statement may be incorporated by reference from the
earlier registration statement with respect to the offering, if: (i)
Such opinion or consent expressly provides for such incorporation; and
(ii) such opinion relates to the securities registered pursuant to Rule
462(b). See Rules 411(c), 439(b), and 483(c) under the Securities Act.

Part A: The Prospectus

    The purpose of the prospectus is to provide essential information
about the Fund in a way that will help investors make informed
decisions about whether to purchase the securities being offered. The
information in the prospectus should be clear, concise, and
understandable. avoid the use of technical or legal terms, complex
language, or excessive detail.
    Responses to the items of Part A should be as simple and direct as
possible and should include only information needed to understand the
fundamental characteristics of the Fund. Descriptions of practices that
are required by law generally should not include detailed discussions
of the law itself. No response is required for inapplicable items.

Part B: Statement of Additional Information

    The items in Part B call for additional information about the Fund
that may be of interest to some investors. Part B also allows the Fund
to augment discussions of matters described in the prospectus with
additional information the Fund believes may be of interest to some
investors. If information is included in the prospectus, it need not be
repeated in the SAI, and a Fund need not prepare a SAI or refer to it
in the prospectus (or provide the undertaking required by Item 34.8) if
all of the information required to be in the SAI is included in the
prospectus. A Fund placing information in Part B should not repeat
information that is in the prospectus, except where necessary to make
Part B understandable.
    Information in the SAI need not be included in the prospectus or be
sent to investors with the prospectus provided that the cover page of
the prospectus states that the SAI is available upon oral or written
request and without charge, and includes a toll-free telephone number
and email address, if any, for use by prospective investors to request
the SAI. If the request is made prior to delivery of a confirmation
with respect to a security offered by the prospectus, the SAI must be
sent in a manner reasonably calculated for it to arrive prior to the
confirmation. The SAI may be sent to the address to which the
prospectus was delivered, unless the requester provides an alternate
address for delivery of the SAI.

General Instructions for Parts A and B

    1. The information in the prospectus and the SAI should be
organized to make it easy to understand the organization and operation
of the Fund. The information need not be in any particular order, with
the exception that Items 1, 2, 3, and 4 must appear in order in the
prospectus and may not be preceded or separated by any other
information.
    2. The prospectus or the SAI may contain more information than
called for by this Form, provided the information is not incomplete,
inaccurate, or misleading and does not, because of its nature,
quantity, or manner of presentation, obscure or impede understanding of
required information.
    3. The requirements for dating the prospectus apply equally to
dating the SAI for purposes of Rule 423 under the Securities Act. The
SAI should be made available at the same time that the prospectus
becomes available for purposes of Rules 430 and 460 under the
Securities Act.
    4. The prospectus should not be presented in fold-out or road-map
type fashion.
    5. Instructions for charts, graphs, and sales literature:
    (a) A registration statement may include any chart, graph, or table
that is not misleading; however, only the fee table and the table of
contents (required by Rule 481(c) under the Securities Act) may precede
the financial highlights specified in Item 4.
    (b) If ``sales literature'' is included in the prospectus, (1) it
should not significantly lengthen the prospectus nor obscure essential
disclosure, and (2) members of the Financial Industry Regulatory
Authority (``FINRA'') are not relieved of the filing and other FINRA
requirements for investment company sales literature. (See Securities
Act Release No. 5359, Jan. 26, 1973 [38 FR 7220 (Mar. 19, 1973)].)

Part A--Information Required in a Prospectus

Item 1. Outside Front Cover

    1. The outside front cover must contain the following information:
    a. The Fund's name;
    b. identification of the type of Fund (e.g., bond fund, balanced
fund, business development company, etc.) or a brief statement of the
Fund's investment objective(s);
    c. the title and amount of securities offered and a brief
description of such securities (unless not necessary to indicate the
material terms of the securities, as in the case of an issue of common
stock with full voting rights and the dividend and liquidation rights
usually associated with common stock);
    d. a statement that (A) the prospectus sets forth concisely the
information about the Fund that a prospective investor ought to know
before investing; (B) the prospectus should be retained for future
reference; and (C) additional information about the Fund has been filed
with the Commission and is available upon written or oral request and
without charge (this statement should explain how to obtain the SAI,
and whether any of it has been incorporated by reference into the
prospectus). This statement should also explain how to obtain the
Fund's annual and semi-annual reports to shareholders. Provide a toll-
free (or collect) telephone number for investors to call, and email
address, if any, to request the Fund's SAI; annual report; semi-annual
report; or other information about the Fund; and to make shareholder
inquiries. Also state whether the Fund makes available its SAI and
annual and semi-annual reports, free of charge, on or through the
Fund's website at a specified internet address. If the Fund does not
make its SAI and shareholder reports available in this manner, disclose
the reasons why it does not do so (including, where applicable, that
the Fund does not have an internet website). Also include the
information that the Commission maintains a website (http://

www.sec.gov) that contains the SAI, material incorporated by reference,
and other information regarding funds;
    e. the date of the prospectus and the date of the Statement of
Additional Information;
    f. if any of the securities being registered are to be offered for
the account of shareholders, a statement to that effect;
    g. information in substantially the tabular form indicated as to
all securities being registered that are to be offered for cash
(estimate, if necessary):

----------------------------------------------------------------------------------------------------------------
                                                                                Proceeds to registrant or
                   Price to public                             Sales load                   other persons
----------------------------------------------------------------------------------------------------------------
Per Share
                                                     -----------------------------------------------------------
    Total
----------------------------------------------------------------------------------------------------------------

    Instructions.
    1. If it is impracticable to state the price to the public, briefly
explain how the price will be determined (e.g., by reference to net
asset value). If the securities will be offered at the market, indicate
the market involved and the market price as of the latest practicable
date.
    2. The term ``sales load'' is defined in Section 2(a)(35) of the
Investment Company Act. Subject to Instruction 3, only include the
portion of the sales load that consists of underwriting discounts and
commissions, and include any commissions paid by selling shareholders
(the term ``commissions'' is defined in paragraph l7 of Schedule A of
the Securities Act). Commissions paid by other persons and other
consideration to underwriters shall be noted in the second column and
briefly described in a footnote.
    3. Include in the table as sales load amounts borrowed to pay
underwriting discounts and commissions or any other offering costs that
are required to be repaid in less than one year. Exclude from the
table, but include in a note thereto, the amount of funds borrowed to
pay such costs that are required to be repaid in more than one year,
and provide a cross-reference to the prospectus discussion of the
borrowed amounts and the effect of repayment on fund assets available
for investment.
    4. Where an underwriter has received an over-allotment option,
present maximum-minimum information in the price table or in a note
thereto, based on the purchase of all or none of the shares subject to
the option. The terms of the option may be described briefly in
response to Item 5 rather than on the prospectus cover page.
    5. If the securities are to be offered on a best efforts basis, set
forth the termination date of the offering, any minimum required
purchase, and any arrangements to place the funds received in an
escrow, trust, or similar arrangement. If no arrangements have been
made, so state. Set forth the following table in lieu of the ``Total''
information called for by the required table.

----------------------------------------------------------------------------------------------------------------
                                                                                Proceeds to registrant or
                   Price to public                             Sales load                   other persons
----------------------------------------------------------------------------------------------------------------
Total Minimum
                                                     -----------------------------------------------------------
Total Maximum
----------------------------------------------------------------------------------------------------------------

    6. Set forth in a note to the proceeds column the total of other
expenses of issuance and distribution called for by Item 27, stated
separately for the Fund and for the selling shareholders, if any.
    h. the statements required by paragraphs (1) and (2) of Rule 481(b)
under the Securities Act;
    i. if the Fund's securities have no history of public trading, a
prominent statement to that effect and a statement describing the
tendency of closed-end fund shares to trade frequently at a discount
from net asset value and the risk of loss this creates for investors
purchasing shares in the initial public offering;
    Instruction. A Fund may omit the discount statement if it believes
that, as a result of its investment or other policies, its capital
structure, or the markets in which its shares trade, its shares are
unlikely to trade at a discount from net asset value.
    j. a cross-reference to the prospectus discussion of any factors
that make the offering speculative or one of high risk, printed in bold
face common type at least as large as ten point modern type and at
least two points leaded; and
    Instruction. No cross-reference is required where the risks
associated with securities in which the Fund is authorized to invest
are only the basic risks of investing in securities (e.g., the risk
that the value of portfolio securities may fluctuate depending upon
market conditions, or the risks that debt securities may be prepaid and
the proceeds from the prepayments invested in debt instruments with
lower interest rates). Include the cross-reference if the nature of the
Fund's investment objectives, investment policies, capital structure,
or the trading markets for the Fund's securities increase the
likelihood that an investor could lose a significant portion of his or
her investment.
    k. any other information required by Commission rules or by any
other governmental authority having jurisdiction over the Fund or the
issuance of its securities.
    l. 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 Registrant's
shareholder reports will no longer be sent by mail, unless you
specifically request paper copies of the reports from the Registrant
[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
Registrant [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 Registrant [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].
    2. The cover page may include other information if it does not, by
its nature, quantity, or manner of presentation impede understanding of
the required information.

Item 2. Cover Pages; Other Offering Information

    1. Disclose whether any national securities exchange or the Nasdaq
Stock Market lists the securities offered, naming the particular
market(s), and identify the trading symbol(s) for those securities on
the inside front or outside back cover page of the prospectus, unless
the information appears on the front cover page.
    2. Provide the information required by paragraph (d) of Rule 481
under the Securities Act in an appropriate place in the prospectus.
    3. Provide the information required by paragraph (e) of Rule 481
under the Securities Act on the outside back cover page of the
prospectus.

Item 3. Fee Table and Synopsis

    1. If the prospectus offers common stock of the Fund, include
information about the costs and expenses that the investor will bear
directly or indirectly, using the captions and tabular format
illustrated below:

Shareholder Transaction Expenses:
    Sales Load (as a percentage of offering                    ________%
     price)....................................
    Dividend Reinvestment and Cash Purchase                    ________%
     Plan Fees.................................
Annual Expenses (as a percentage of net assets
 attributable to common shares):
    Management Fees............................                ________%
    Interest Payments on Borrowed Funds........                ________%
    Other expenses.............................                ________%
        ________________________                               ________%
        ________________________                               ________%
        ________________________                               ________%
    Total Annual Expenses......................                ________%

               Example                      1 year            3 years            5 years            10 years

You would pay the following expenses           $______%           $______%           $______%           $______%
 on a $1,000 investment, assuming a
 5% annual return:

    Instructions.
    General Instructions
    1. Immediately after the table, provide a brief narrative
explaining that the purpose of the table is to assist the investor in
understanding the various costs and expenses that an investor in the
fund will bear directly or indirectly. Include, where appropriate,
cross-references to the relevant sections of the prospectus for more
complete descriptions of the various costs and expenses.
    2. Any caption not applicable to the Fund may be omitted from the
table.
    3. Round all dollar figures to the nearest dollar and all
percentages to the nearest hundredth of one percent.
    Shareholder Transaction Expenses
    4. ``Dividend Reinvestment and Cash Purchase Plan Fees'' include
all fees (except brokerage commissions) that are charged to
participating shareholder accounts. The basis on which such fees are
imposed should be described briefly in a note to the table.
    5. If the Fund (or any other party under an agreement with the
Fund) charges any other transaction fee, add another caption describing
it, and list the maximum amount of the fee or basis on which the fee is
deducted. Underwriters' compensation that is paid with the proceeds of
debt that is not to be repaid within one year need not be identified as
sales load, but should be set forth as a shareholder transaction
expense with a brief narrative following the table explaining the
nature of such payments.
    Annual Expenses
    6. State the basis on which payments will be made. ``Other
Expenses'' should be estimated and stated (after any expense
reimbursement or waiver) as a percentage of net asset value
attributable to common shares. State in the narrative following the
table that ``Other Expenses'' are based on estimated amounts for the
current fiscal year.
    7. a. ``Management Fees'' include investment advisory fees
(including any component thereof based on the performance of the Fund),
any other management fees payable to the investment adviser or its
affiliates, and administrative fees payable to the investment adviser
or its affiliates not included as ``Other Expenses,'' and any expenses
incurred within the Fund's own organization in connection with the
research, selection, and supervision of investments. Where management
fees are ``tiered'' or based on a ``sliding scale,'' they should be
calculated based on the fund's asset size after giving effect to the
anticipated net proceeds of the present offering. In the case of a
performance fee arrangement, assume the base fee. With respect to a
best-efforts offering with breakpoints, assume the maximum fee will be
payable.
    b. In lieu of the information about management fees required by
Item 3.1, a business development company with a fee structure that is
not based solely on the aggregate amount of assets under management
should provide disclosure concerning the fee arrangement to allow
investors to assess its impact on the Fund's expenses; a business
development company may use any appropriate expense categories and may
include items that may not, for accounting purposes, be treated as
expenses. A business development company with special fee arrangements
should provide a cross-reference, where applicable, to the discussion
in Item 9.1.a of special management compensation plans.
    8. ``Interest Payments on Borrowed Funds'' include all interest
paid in connection with outstanding loans (including interest paid on
funds borrowed to pay underwriting expenses), bonds, or other forms of
debt. Show interest expenses as a percentage of net assets attributable
to common shares and not the face amount of debt.
    9. ``Other Expenses'' include all expenses (except fees and
expenses reported in other items in the table) that are deducted from
the Fund's assets and will be reflected as expenses in the Fund's
statement of operations

(including increases resulting from complying with paragraph 2(g) of
Rule 6-07 [17 CFR 210.6-07] of Regulation S-X).
    10. a. If the Fund invests, or intends to invest based upon the
anticipated net proceeds of the present offering, in shares of one or
more ``Acquired Funds,'' add a subcaption to the ``Annual Expenses''
portion of the table directly above the subcaption titled ``Total
Annual Expenses.'' Title the additional subcaption: ``Acquired Fund
Fees and Expenses.'' Disclose in the subcaption fees and expenses
incurred indirectly by the Fund as a result of investment in shares of
one or more Acquired Funds. For purposes of this Item, an ``Acquired
Fund'' means any company in which the Fund invests or intends to invest
(A) that is an investment company or (B) that would be an investment
company under Section 3(a) of the Investment Company Act but for the
exceptions to that definition provided for in Sections 3(c)(1) and
3(c)(7) of the Investment Company Act. If a Fund uses another term in
response to other requirements of this Form to refer to Acquired Funds,
it may include that term in parentheses following the subcaption title.
In the event the fees and expenses incurred indirectly by the Fund as a
result of investment in shares of one or more Acquired Funds do not
exceed 0.01 percent (one basis point) of average net assets of the
Fund, the Fund may include these fees and expenses under the subcaption
``Other Expenses'' in lieu of this disclosure requirement.
    b. Determine the ``Acquired Fund Fees and Expenses'' according to
the following formula:

  AFFE = [(F1/FY) * AI1 * D1] + [(F2/FY) * AI2 * D2] + [(F3/FY) * AI3 *
             D3] + Transaction Fees + Incentive Allocations
------------------------------------------------------------------------
                     Average Net Assets of the Fund

Where:

AFFE..............................  Acquired Fund fees and expenses;
F1, F2, F3, . . ..................  Total annual operating expense ratio
                                     for each Acquired Fund;
FY................................  Number of days in the relevant
                                     fiscal year;
AI1, AI2, AI3, . . ...............  Average invested balance in each
                                     Acquired Fund;
D1, D2, D3, . . ..................  Number of days invested in each
                                     Acquired Fund;
``Transaction Fees''..............  The total amount of sales loads,
                                     redemption fees, or other
                                     transaction fees paid by the Fund
                                     in connection with acquiring or
                                     disposing of shares in any Acquired
                                     Funds during the most recent fiscal
                                     year; and
``Incentive Allocations''.........  Any allocation of capital from the
                                     Acquiring Fund to the adviser of
                                     the Acquired Fund (or its
                                     affiliate) based on a percentage of
                                     the Acquiring Fund's income,
                                     capital gains and/or appreciation
                                     in the Acquired Fund.

    c. Calculate the average net assets of the Fund for the most recent
fiscal year, as provided in Item 4.1 (see Instruction 15 to Item 4.1),
and include the anticipated net proceeds of the present offering.
    d. The total annual operating expense ratio used for purposes of
this calculation (F1) is the annualized ratio of operating expenses to
average net assets for the Acquired Fund's most recent fiscal period as
disclosed in the Acquired Fund's most recent shareholder report. If the
ratio of expenses to average net assets is not included in the most
recent shareholder report or the Acquired Fund is a newly formed fund
that has not provided a shareholder report, then the ratio of expenses
to average net assets of the Acquired Fund is the ratio of total annual
operating expenses to average annual net assets of the Acquired Fund
for its most recent fiscal period as disclosed in the most recent
communication from the Acquired Fund to the Fund. If the Fund has a
written fee agreement with the Acquired Fund that would affect the
ratio of expenses to average net assets as disclosed in the Acquired
Fund's most recent shareholder report, the Fund should determine the
ratio of expenses to average net assets for the Acquired Fund's most
recent fiscal period using the written fee agreement. For purposes of
this instruction: (i) Acquired Fund expenses include increases
resulting from brokerage service and expense offset arrangements and
reductions resulting from fee waivers or reimbursements by the Acquired
Funds' investment advisers or sponsors; and (ii) Acquired Fund expenses
do not include any expenses (i.e., performance fees) that are
calculated solely upon the realization and/or distribution of gains, or
the sum of the realization and/or distribution of gains and unrealized
appreciation of assets distributed in-kind. If an Acquired Fund has no
operating history, include in the Acquired Funds' expenses any fees
payable to the Acquired Fund's investment adviser or its affiliates
stated in the Acquired Fund's registration statement, offering
memorandum or other similar communication without giving effect to any
performance.
    e. If a Fund has made investments in the most recent fiscal year,
to determine the average invested balance (AI1), the numerator is the
sum of the amount initially invested in an Acquired Fund during the
most recent fiscal year (if the investment was held at the end of the
previous fiscal year, use the amount invested as of the end of the
previous fiscal year) and the amounts invested in the Acquired Fund no
less frequently than monthly during the period the investment is held
by the Fund (if the investment was held through the end of the fiscal
year, use each month-end through and including the fiscal year-end).
Divide the numerator by the number of measurement points included in
the calculation of the numerator (i.e., if an investment is made during
the fiscal year and held for 3 succeeding months, the denominator would
be 4).
    f. For investments based upon the anticipated net proceeds from the
present offering, base the ``Acquired Fund Fees and Expenses'' on: (i)
Assumptions about specific funds in which the Fund expects to invest,
(ii) estimates of the amount of assets the Fund expects to invest in
each of those Acquired Funds, and (iii) an assumption that the
investment was held for all of the Fund's most recent fiscal year and
was subject to the Acquired Funds' fees and expenses for that year.
Disclose in a footnote to the table that Acquired Fund fees and
expenses are based on estimated amounts for the current fiscal year.
    g. If an Acquired Fund charges an Incentive Allocation or any other
fee based on income, capital gains and/or appreciation (i.e.,
performance fee), the Fund must include a footnote to the ``Acquired
Fund Fees and Expenses'' subcaption that:
    (1) Discloses the typical Incentive Allocation or such other fee
(expressed as a percentage) to be paid to the investment advisers of
the Acquired Funds (or an affiliate);
    (2) discloses that Acquired Funds' fees and expenses are based on
historic fees and expenses; and
    (3) states that future Acquired Funds' fees and expenses may be
substantially higher or lower because certain fees are based on the
performance of the Acquired Funds, which may fluctuate over time.

    h. If the Fund is a Feeder Fund, reflect the aggregate expenses of
the Feeder Fund and the Master Fund in the ``Acquired Fund Fees and
Expenses.'' The aggregate expenses of the Master-Feeder Fund must
include the fees and expenses incurred indirectly by the Feeder Fund as
a result of the Master Fund's investment in shares of one or more
companies (A) that are investment companies or (B) that would be
investment companies under Section 3(a) of the Investment Company Act
but for the exceptions to that definition provided for in Sections
3(c)(1) and 3(c)(7) of the Investment Company Act. For purposes of this
instruction, a ``Master-Feeder Fund'' means a two-tiered arrangement in
which one or more investment companies registered under the Investment
Company Act (each a ``Feeder Fund'') holds shares of a single
management investment company registered under the Investment Company
Act (the ``Master Fund'') in accordance with Section 12(d)(1)(E) of the
Investment Company Act.
    i. The Fund may clarify in a footnote to the fee table that the
total annual expenses item under Item 3.1 is different from the ratio
of expenses to average net assets given in response to Item 4.1, which
reflects the operating expenses of the Fund and does not include
Acquired Fund fees and expenses.
    Example
    11. For purposes of the Example in the table:
    a. Assume that the rates listed under ``Annual Expenses'' remain
the same each year, except to reduce annual expenses to reflect the
scheduled maturity of outstanding debt or the completion of
organization expense amortization;
    b. assume reinvestment of all dividends and distributions at net
asset value;
    c. reflect all recurring and nonrecurring fees including
underwriting discounts and commissions; and
    d. prominently disclose that the Example should not be considered a
representation of future expenses and that actual expenses may be
greater or lesser than those shown.
    2. Include a synopsis of information contained in the prospectus
when the prospectus is long or complex. Normally, a synopsis should not
be provided where the prospectus is twelve or fewer printed pages.
    Instruction. The synopsis should provide a clear and concise
description of the key features of the offering and the Fund, with
cross-references to relevant disclosures elsewhere in the prospectus or
Statement of Additional Information.
    3. In the case of a business development company, include the
information required by Item 101(e) of Regulation S-K [17 CFR
229.101(e)] (concerning reports and other information filed with the
Commission).

Item 4. Financial Highlights

    1. General. Furnish the following information for the Fund, or for
the Fund and its subsidiaries, consolidated as prescribed in Rule 6-03
[17 CFR 210.6-03] of Regulation S-X:

Financial Highlights
Per Share Operating Performance
a. Net Asset Value, Beginning of Period
    (1) Net Investment Income
    (2) Net Gains or Losses on Securities (both realized and
unrealized)
b. Total From Investment Operations
c. Less Distributions
    (1) Dividends (from net investment income)
    (A) To Preferred Shareholders
    (B) To Common Shareholders
    (2) Distributions (from capital gains)
    (A) To Preferred Shareholders
    (B) To Common Shareholders
    (3) Returns of Capital
    (A) To Preferred Shareholders
    (B) To Common Shareholders
d. Total Distributions
e. Net Asset Value, End of Period
f. Per Share Market Value, End of Period
g. Total Investment Return
Ratios/Supplemental Data
h. Net Assets, End of Period
i. Ratio of Expenses to Average Net Assets
j. Ratio of Net Income to Average Net Assets
k. Portfolio Turnover Rate

    Instructions.
    General Instructions
    1. [Removed and reserved.]
    2. Briefly explain the nature of the information contained in the
table and its source. The auditor's report as to the financial
highlights need not be included in the prospectus. Note that the
auditor's report is contained elsewhere in the registration statement,
specify its location, and state that it can be obtained by
shareholders.
    3. Present the information in comparative columns for each of the
last ten fiscal years of the Fund (or for the life of the Fund and its
immediate predecessors, if less), but only for periods subsequent to
the effective date of the Fund's first Securities Act registration
statement. In addition, present the information for the period between
the end of the latest fiscal year and the date of the latest balance
sheet or statement of assets and liabilities. Where the period for
which the Fund provides financial highlights is less than a full fiscal
year, the ratios set forth in the table may be annualized but the fact
of this annualization must be disclosed in a note to the table.
    4. List per share amounts at least to the nearest cent. If the
offering price is computed in tenths of a cent or more, state the
amounts on the table in tenths of a cent. Present all information using
a consistent number of decimal places.
    5. Provide all information in the table, including distributions to
preferred shareholders, on a common share equivalent basis.
    6. Make, and indicate in a note, appropriate adjustments to reflect
any stock split or stock dividend during the period.
    7. If the investment adviser has been changed during the period
covered by this Item, indicate the date(s) of the change(s) in a note.
    8. The financial highlights for at least the latest five fiscal
years must be audited and must so state.
    Per Share Operating Performance
    9. Derive the amount for caption a(1) by adding (deducting) the
increase (decrease) per share in undistributed net investment income
for the period to (from) dividends from net investment income per share
for the period. The increase (decrease) may be derived by comparing the
per share figures obtained by dividing undistributed net investment
income at the beginning and end of the period by the number of shares
outstanding on those dates. Other methods may be acceptable but should
be explained briefly in a note to the table.
    10. The amount shown at caption a(2) is the balancing figure
derived from the other figures in the statement. The amount shown at
this caption for a share outstanding throughout the year may not agree
with the change in the aggregate gains and losses in the portfolio
securities for the year because of the timing of sales and repurchases
of the Fund's shares in relation to fluctuating market values for the
portfolio.
    11. For any distributions made from sources other than net
investment income and capital gains, state the per share amounts
thereof separately at caption c(3) and note the nature of the
distributions.
    12. In caption e, use the net asset value for the end of each
period for which information is being provided. If the Fund has not
been in operation for a full fiscal year, state its net asset value

immediately after the closing of its first public offering in a note to
the caption.
    Total Investment Return
    13. When calculating ``total investment return'' for caption g:
    a. Assume a purchase of common stock at the current market price on
the first day and a sale at the current market price on the last day of
each period reported on the table;
    b. note that the total investment return does not reflect sales
load; and
    c. assume reinvestment of dividends and distributions at prices
obtained by the Fund's dividend reinvestment plan or, if there is no
plan, at the lower of the per share net asset value or the closing
market price of the Fund's shares on the dividend/distribution date.
    14. A Fund also may include, as a separate caption, total return
based on per share net asset value, provided the Fund briefly explains
in a note the differences between this calculation and the calculation
required by caption g.
    Ratios and Supplemental Data
    15. Compute ``average net assets'' for captions i and j based on
the value of net assets determined no less frequently than the end of
each month. Indicate in a note that the expense ratio and net
investment income ratio do not reflect the effect of dividend payments
to preferred shareholders.
    16. Compute the ``ratio of expenses to average net assets'' using
the amount of expenses shown in the Fund's statement of operations for
the relevant fiscal year, including increases resulting from complying
with paragraph 2(g) of Rule 6-07 of Regulation S-X, and including
reductions resulting from complying with paragraphs 2(a) and (f) of
Rule 6-07 regarding fee waivers and reimbursements. If a change in the
methodology for determining the ratio of expenses to average net assets
results from applying paragraph 2(g) of Rule 6-07, explain in a note
that the ratio reflects fees paid with brokerage commissions and fees
reduced in connection with specific agreements only for fiscal years
ending after September 1, 1995.
    17. Compute portfolio turnover rate as follows:
    a. Divide (A) the lesser of purchases or sales of portfolio
securities for the fiscal year by (B) the monthly average of the value
of portfolio securities owned by the Fund during the fiscal year.
Calculate the monthly average by totaling the values of portfolio
securities as of the beginning and end of the first month of the fiscal
year and as of the end of each of the succeeding eleven months and
dividing the sum by 13.
    b. Exclude from both the numerator and denominator all securities,
including options, whose maturity or expiration date at the time of
acquisition was one year or less. Include all long-term securities,
including U.S. Government securities. Purchases include cash paid upon
conversion of one portfolio security into another and the cost of
rights or warrants. Sales include net proceeds of the sale of rights or
warrants and net proceeds of portfolio securities that have been called
or for which payment has been made through redemption or maturity.
    c. If during the fiscal year the Fund acquired the assets of
another investment company or of a personal holding company in exchange
for its own shares, exclude from purchases the value of securities so
acquired, and, from sales, all sales of the securities made following a
purchase-of-assets transaction to realign the Fund's portfolio.
Appropriately adjust the denominator of the portfolio turnover
computation, and disclose the exclusions and adjustments.
    d. Include in purchases and sales short sales that the Fund intends
to maintain for more than one year and put and call options with
expiration dates more than one year from the date of acquisition.
Include proceeds from a short sale in the value of portfolio securities
sold during the period; include the cost of covering a short sale in
the value of portfolio securities purchased during the period. Include
premiums paid to purchase options in the value of portfolio securities
purchased during the reporting period; include premiums received from
the sale of options in the value of portfolio securities sold during
the period.
    2. Business Development Companies. If the Fund is regulated as a
business development company under the Investment Company Act, furnish
in a separate section the information required by Items 301, 302, and
303 of Regulation S-K.
    3. Senior Securities. Furnish the following information as of the
end of the last ten fiscal years for each class of senior securities
(including bank loans) of the Fund. If consolidated statements were
prepared as of any of the dates specified, furnish the information on a
consolidated basis:

----------------------------------------------------------------------------------------------------------------
               (1)                        (2)                 (3)                 (4)                 (5)
----------------------------------------------------------------------------------------------------------------
Year............................     Total Amount     Asset Coverage Per      Involuntary       Average Market
                                      Outstanding             Unit            Liquidating        Value Per Unit
                                      Exclusive of                           Preference Per      (Exclude Bank
                                        Treasury                                  Unit               Loans)
                                       Securities
----------------------------------------------------------------------------------------------------------------

    Instructions.
    1. Instructions 2, 3, and 8 to Item 4.1 also apply to this sub-
item.
    2. Use the method described in Section 18(h) of the Investment
Company Act to calculate the asset coverage to be set forth in column
(3). However, in lieu of expressing asset coverage in terms of a ratio,
as described in Section 18(h), express it for each class of senior
securities in terms of dollar amounts per share (in the case of
preferred stock) or per $1,000 of indebtedness (in the case of senior
indebtedness).
    3. Column (4) need be included only with respect to senior stock.
    4. Set forth in a note to the table the method used to determine
the averages called for by column (5) (e.g., weighted, monthly, daily,
etc.).
    5. Briefly explain the terms used in the headings of the columns.

Item 5. Plan of Distribution

    Briefly describe how the securities being registered will be
distributed. Include the following information:
    1. For each principal underwriter distributing the securities being
offered set forth:
    a. Its name and principal business address;
    b. a brief discussion of the nature of any material relationship
with the Fund (other than that of principal underwriter), including any
arrangement under which a principal underwriter or its affiliates will
perform administrative or custodial services for the Fund;
    Instruction. Any material relationship between the underwriter (or
its affiliates) and the investment adviser (or its affiliates) of the
Fund relating to the business or operation of the Fund constitutes a
material relationship of the underwriter with the Fund.
    c. the amount of securities underwritten; and
    d. the nature of the obligation to distribute the Fund's
securities.

    Instruction. All that is required to be disclosed as to the nature
of the underwriter's obligation is whether the underwriter will be
committed to take and pay for all the securities if any are taken, or
whether it is merely an agency or ``best-efforts'' arrangement under
which the underwriter is required to take and pay for only such
securities as it may sell to the public. Conditions precedent to the
underwriter's taking the securities, including ``market outs,'' need
not be described, except in the case of an agency or ``best-efforts''
arrangement.
    2. The price to the public.
    Instructions.
    1. If it is impracticable to state the price to the public,
concisely explain the manner in which the price will be determined,
including a description of the valuation procedure used by the Fund in
determining the price. If the securities are to be offered at the
market price, or if the offering price is to be determined by a formula
related to market price, indicate the market involved and the market
price as of the latest practicable date.
    2. For restrictions on distributions and repurchases of closed-end
company securities, see Section 23 of the Investment Company Act, and
Investment Company Act Rel. No. 3187 (Feb. 6, 1961) [26 FR 1275 (Feb.
15, 1961)].
    3. Briefly explain the basis for any differences in the price at
which securities are offered to the public, as individuals and/or as
groups, and to officers, directors and employees of the Fund, its
adviser or underwriter.
    3. To the extent not set forth on the cover page of the prospectus,
state the amount of the sales load, if any, as a percentage of the
public offering price, and concisely describe the commissions to be
allowed or paid to (i) underwriters, including all other items that
would be deemed by FINRA to constitute underwriting compensation for
purposes of FINRA's rules regarding securities offerings, underwriting
and compensation, and (ii) dealers, including all cash, securities,
contracts, and/or other considerations to be realized by any dealer in
connection with the sale of securities.
    Instruction. If any dealers are to act in the capacity of sub-
underwriters and are allowed or paid any additional discounts or
commission for acting in such capacity, a general statement to that
effect will suffice without giving the additional amounts to be sold.
    4. If the underwriting agreement provides for indemnification by
the Fund of the underwriters or their controlling persons against any
liability arising under the Securities Act or Investment Company Act,
briefly describe such indemnification provisions.
    5. Provide the identity of any finder and, if applicable, concisely
describe the nature of any material relationship between such finder
and the Fund, its officers, directors, principal shareholders, finders
or promoters or the principal underwriter(s), or the managing
underwriter(s), if any, and, in each case, the affiliates or associates
thereof.
    6. Indicate the date by which investors must pay for the
securities.
    7. If the securities are being offered in conjunction with any
retirement plan, provide a statement regarding the manner in which
further information about the plan can be obtained.
    8. If investors' funds will be forwarded to an escrow account,
identify the escrow agent, and briefly describe the conditions for
release of the funds, whether such funds will accrue interest while in
escrow, and the manner in which the monies in such account will be
distributed if such conditions are not satisfied, including how accrued
interest, if any, will be distributed to investors.
    9. If the securities offered by the Fund are not being listed on a
national securities exchange, disclose whether any of the underwriters
intends to act as a market maker with respect to such unlisted
securities.
    10. Briefly outline the plan of distribution of any securities that
are to be offered other than through underwriters.
    a. If the securities are to be offered through the selling efforts
of brokers or dealers, concisely describe the plan of distribution and
the terms of any agreement, arrangement, or understanding entered into
with broker(s) or dealer(s) prior to the effective date of the
registration statement, including volume limitations on sales, parties
to the agreement, and the conditions under which the agreement may be
terminated. If known, identify the broker(s) or dealer(s) that will
participate in the offering, and state the amount to be offered through
each.
    b. If any of the securities being registered are to be offered
other than for cash, describe briefly the general purposes of the
distribution, the basis upon which the securities are to be offered,
the amount of compensation and other expenses of distribution, and the
person(s) responsible for such expenses.
    c. If the distribution is to be made under a plan of acquisition,
reorganization, readjustment, or succession, provide a statement
regarding the general effect of the plan and when it becomes operative.
As to any material amount of assets to be acquired under the plan,
furnish the information required by Instruction 4 to Item 7.1 below.

Item 6. Selling Shareholders

    If any securities being registered are to be offered for the
account of shareholders, furnish the information required by Item 507
of Regulation S-K [17 CFR 229.507].

Item 7. Use of Proceeds

    1. State the principal purposes for which the net proceeds of the
offering are intended to be used and the approximate amount intended to
be used for each purpose.
    Instructions.
    1. If any substantial portion of the proceeds will not be allocated
in accordance with the investment objectives and policies of the Fund,
a statement to that effect should be made together with a statement of
the amount involved and an indication of how that amount will be
invested.
    2. If a material part of the proceeds will be used to discharge
indebtedness, state the interest rate and maturity of the indebtedness.
    3. If the Fund intends to incur loans to pay underwriting
commissions or any other organizational or offering expenses, disclose
this fact and state the name of the lender, the amount of the first
installment, the rate of interest, the date on which payments will
begin, the dates and amounts of subsequent installments, and the final
maturity date. Explain that the interest paid on such borrowing will
not be available for investment purposes and will increase the expenses
of the fund.
    4. If any material part of the proceeds will be used to acquire
assets other than in the ordinary course of business, briefly describe
the assets, the names of the persons from whom they are to be acquired,
the cost of the assets to the Fund, and how the costs were determined.
    2. Disclose how long it is expected to take to fully invest net
proceeds in accordance with the Fund's investment objectives and
policies, the reasons for any anticipated lengthy delay in investing
the net proceeds, and the consequences of any delay.

Item 8. General Description of the Registrant

    Concisely discuss the organization and operation, or proposed
operation, of the Fund. Include the information specified below.

    1. General. Briefly describe the Fund, including:
    a. The date and form of organization and the name of the state or
other jurisdiction under whose laws it is organized; and
    b. the classification and subclassification under Sections 4 and 5
of the Investment Company Act.
    2. Investment Objectives and Policies. Concisely describe the
investment objectives and policies of the Fund that will constitute its
principal portfolio emphasis, including the following:
    a. If these objectives may be changed without a vote of the holders
of a majority of voting securities, a brief statement to that effect;
    b. how the Fund proposes to achieve its objectives, including:
    (1) The types of securities in which the Fund invests or will
invest principally;
    (2) the identity of any particular industry or group of industries
in which the Fund proposes to concentrate.
    Instruction. Concentration, for purposes of this Item, is deemed 25
percent or more of the value of the Fund's total assets invested or
proposed to be invested in a particular industry or group of
industries. The policy on concentration should not be inconsistent with
the Fund's name.
    c. identify other policies of the Fund that may not be changed
without the vote of a majority of the outstanding voting securities,
including those policies that the Fund deems to be fundamental within
the meaning of Section 8(b) of the Investment Company Act; and
    d. briefly describe the significant investment practices or
techniques that the Fund employs or intends to employ (such as risk
arbitrage, reverse repurchase agreements, forward delivery contracts,
when-issued securities, stand-by commitments, options and futures
contracts, options on futures contracts, currency transactions, foreign
securities, investing for control of management, and/or lending of
portfolio securities) that are not described pursuant to subparagraph
2.c above or subparagraph 3 below.
    3. Risk Factors. Concisely describe the risks associated with an
investment in the Fund, including the following:
    a. General. Discuss the principal risk factors associated with
investment in the Fund specifically as well as those factors generally
associated with investment in a company with investment objectives,
investment policies, capital structure, or trading markets similar to
the Fund's.
    b. Effects of Leverage. If the prospectus offers common stock of
the Fund and the Fund has outstanding or is offering a class of senior
securities as defined in Section 18 of the Investment Company Act,
then:
    (1) Set forth the annual rate of interest or dividend payments on
the senior securities;
    Instruction. If payments will vary because the interest or dividend
rate is variable, provide the initial rate or, if the security is
currently outstanding, the current rate.
    (2) set forth the annual return that the Fund's portfolio must
experience in order to cover annual interest or dividend payments on
senior securities; and
    (3) provide a table illustrating the effect on return to a common
stockholder of leverage (using senior securities) in the format
illustrated below, using the captions provided, and assuming annual
returns on the Fund's portfolio (net of expenses) of minus ten, minus
five, zero, five, and ten percent.
    (4) The table should be accompanied by a brief narrative explaining
that the purpose of the table is to assist the investor in
understanding the effects of leverage. Indicate that the figures
appearing in the table are hypothetical and that actual returns may be
greater or less than those appearing in the table.

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

----------------------------------------------------------------------------------------------------------------
Assumed Return on Portfolio (Net of Expenses)..         -10%          -5%           0%          -5%          10%
Corresponding Return to Common Stockholder.....            %            %            %            %            %
----------------------------------------------------------------------------------------------------------------

    Instructions.
    1. Round all percentages to the nearest hundredth of one percent.
    2. A Fund may assume additional rates of return on its portfolio;
however, to the extent a Fund shows an additional positive rate of
return, it must also show an additional negative rate of return of the
same magnitude. A Fund may show the positive rate of return at which
the corresponding rate of return to the common stockholder is zero
without showing the corresponding negative rate of return.
    3. Compute the ``corresponding return to common stockholder'' as
follows: Multiply the total amount of fund assets at the beginning of
the period by the assumed rate of return; subtract from the resulting
product all interest accrued or dividends declared on senior securities
that would be made during the year following the offering; and divide
the resulting difference by the total amount of fund assets
attributable to common stock. If payments will vary because the
interest or dividend rate is variable, use the initial rate or, if the
security is currently outstanding, the current rate.
    4. Other Policies. Briefly discuss the types of investments that
will be made by the Fund, other than those that will constitute its
principal portfolio emphasis (as discussed in Item 8.2 above), and any
policies or practices relating to those investments.
    Instructions.
    1. This discussion should receive less emphasis in the prospectus
than that required by Item 8.2 and, if appropriate in light of
Instructions 2 and 3 below, may be omitted or limited to the
information necessary to identify the type of investment, policy, or
practice.
    2. Do not discuss a policy that prohibits a particular practice or
permits a practice that the Fund has not used within the past twelve
months (or since its initial public offering, if that period is
shorter) and does not intend to use in the future.
    3. If a policy limits a particular practice so that no more than
five percent of the Fund's net assets are at risk, or if the Fund has
not followed that practice within the last year (or since its initial
public offering, if such period is shorter) in such a manner that more
than five percent of net assets were at risk and does not intend to
follow such practice so as to put more than five percent of net assets
at risk, limit the prospectus disclosure about such practice to that
necessary to identify the practice. Disclose whether or not the Fund
will provide prior notice to security holders of its intention to
commence or expand the use of such practice.
    The amount of the Fund's net assets that are at risk for purposes
of determining whether ``more than five percent of net assets are at
risk'' is not limited to the initial amount of the Fund's assets that
are invested in a particular practice, e.g., the purchase price of an
option. The amount of net assets at risk is determined by reference to
the potential liability or loss that may be incurred by the Fund in
connection with a particular practice.
    5. Share Price Data. If the prospectus offers common stock or other
type of

common equity security (collectively ``common stock'') and if the
Fund's common stock is publicly held, provide the following
information:
    a. Identify the principal United States market or markets in which
the common stock is being traded. Where there is no established public
trading market, furnish a statement to that effect.
    Instruction. The existence of limited or sporadic quotations should
not itself be deemed to constitute an ``established public trading
market.''
    b. If the principal United States market for the common stock is an
exchange, state the high and low sales prices for the stock for each
full quarterly period within the two most recent fiscal years and each
full fiscal quarter since the beginning of the current fiscal year, as
reported in the consolidated transaction reporting system or, if not so
reported, as reported on the principal exchange market for the stock.
If the principal United States market for the common stock is not an
exchange, state the range of high and low bid information for the
common stock for the periods described in the preceding sentence, as
regularly quoted in the automated quotation system of a registered
securities association or, if not so quoted, the range of reported high
and low bid quotations, indicating the source of the quotations.
    Instructions.
    1. This information should be set forth in tabular form.
    2. Indicate, as applicable, that such over-the-counter market
quotations reflect inter-dealer prices, without retail mark-up, mark-
down, or commission and may not necessarily represent actual
transactions.
    3. Where there is an absence of an established public trading
market, qualify reference to quotations by an appropriate explanation.
    4. With respect to each quotation, disclose the net asset value and
the discount or premium to net asset value (expressed as a percentage)
represented by the quotation.
    5. Where the shares of the Fund trade at their high or low share
price for more than one day during the period, the Fund should provide
the discount or premium information for the day on which the premium or
discount was greatest.
    c. Include share price and corresponding net asset value and
premium/discount information as of the latest practicable date.
    d. Disclose whether the Fund's common stock has historically traded
for an amount less than, equal to, or exceeding net asset value.
Disclose any methods undertaken or to be undertaken by the Fund that
are intended to reduce any discount (such as the repurchase of fund
shares, providing for the ability to convert to an open-end investment
company, guaranteed distribution plans, etc.), and briefly discuss the
effects that these measures have or may have on the Fund.
    e. If the shares of the Fund have no history of public trading,
discuss the tendency of closed-end fund shares to trade frequently at a
discount from net asset value and the risk of loss this creates for
investors purchasing shares in the initial public offering. If the Fund
has omitted the statement required by Item 1.i, describe the basis for
the Fund's belief that its shares will not trade at a discount from net
asset value.
    6. Business Development Companies. A Fund that is a business
development company should, in addition, provide the following
information:
    a. Portfolio Companies. For each portfolio company in which the
Fund is investing, disclose: (1) The name and address; (2) nature of
business; (3) title, class, percentage of class, and value of portfolio
company securities held by the Fund; (4) amount and general terms of
all loans to portfolio companies; and (5) the relationship of the
portfolio companies to the Fund.
    Instructions.
    1. The description of the nature of the business of a portfolio
company in which the Fund is investing may vary according to the extent
of the Fund's investment in the particular portfolio company. The Fund
need only briefly identify the nature of the business of a portfolio
company in which the Fund's investment constitutes less than five
percent of the Fund's assets.
    2. In describing the nature of the business of a portfolio company,
include matters such as the competitive conditions of the business of
the company; its market share; dependence on a single or small number
of customers; importance to it of any patents, trademarks, licenses,
franchises, or concessions held; key operating personnel; and
particular vulnerability to changes in government regulation, interest
rates, or technology.
    3. In describing the relationship of portfolio companies to the
Fund, include a discussion of the extent to which the Fund makes
available significant managerial assistance to its portfolio companies.
Disclose any other material business, professional, or family
relationship between the officers and directors of the Fund and any
portfolio company, its officers, directors, and affiliates (as defined
in Rule 12b-2 under the Exchange Act).
    b. Certain Subsidiaries. If the Fund has a wholly-owned small
business investment company subsidiary, disclose: (1) Whether the
subsidiary is regulated as a business development company or investment
company under the Investment Company Act; (2) the percentage of the
Fund's assets invested in the subsidiary; and (3) material information
about the small business investment company's operations, including the
special risks of investing in a portfolio heavily invested in
securities of small and developing or financially troubled businesses.
    c. Financial Statements. Unless the business development company
has had less than one fiscal year of operations, provide the financial
statements of the Fund.
    Instructions.
    1. a. Furnish, in a separate section following the responses to the
above items in Part A of the registration statement, the financial
statements and schedules required by Regulation S-X [17 CFR part 210].
A business development company should comply with the provisions of
Regulation S-X generally applicable to registered management investment
companies. (See Section 210.3-18 and Sections 210.6-01 through 210.6-10
of Regulation S-X.)
    b. A business development company should provide an indication in
its Schedule of Investments of those investments that are not
qualifying investments under Section 55(a) of the Investment Company
Act and, in a footnote, briefly explain the significance of non-
qualification.
    2. Notwithstanding the requirements of Instruction 1 above, the
following statements and schedules required by Regulation S-X may be
omitted from Part A 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 IV [17 CFR 210.12-03] in support of
the most recent balance sheet.
    3. A business development company with less than one fiscal year of
operations should provide its financial statements in the Statement of
Additional Information in response to Item 24.
    d. Prior Operations. If the Fund has had an operating history prior
to electing to be regulated as a business development company, disclose
any anticipated changes in its operations as a result of coming into
compliance with Section 55(a) of the Investment Company Act. This
information may be omitted in a prospectus used a sufficient

time after election to be regulated as a business development company
so that it is no longer material.
    e. Special Risk Factors. To the extent not disclosed in response to
this Item or Item 8.3, concisely describe the special risks of
investing in a business development company, including the risks
associated with investing in a portfolio of small and developing or
financially troubled businesses. (See Section 64(b)(1) of the
Investment Company Act.)

Item 9. Management

    1. General. Describe concisely how the business of the Fund is
managed, including:
    a. Board of Directors. A description of the responsibilities of the
board of directors with respect to the management of the Fund;
    Instructions.
    1. In responding to this Item, it is sufficient to include a
general statement as to the responsibilities of the board of directors
under the applicable laws of the Fund's jurisdiction of organization.
    2. A Fund that has elected to be regulated as a business
development company should briefly describe the terms of any special
compensation plans available to management.
    b. Investment Advisers. For each investment adviser of the Fund:
    (1) Its name and principal business address, a description of its
experience as an investment adviser, and, if the investment adviser is
controlled by another person, the name of that person and the general
nature of its business;
    Instruction. If the investment adviser is subject to more than one
level of control, it is sufficient to provide the name of the ultimate
control person.
    (2) a description of the services provided by the investment
adviser;
    Instructions.
    1. If, in addition to providing investment advice, the investment
adviser or persons employed by or associated with the investment
adviser are subject to the authority of the board of directors,
responsible for overall management of the Fund's business affairs, it
is sufficient to state that fact instead of listing all services
provided.
    2. A Fund that has elected to be regulated as a business
development company should describe briefly the type of managerial
assistance that is or will be provided to the businesses in which it is
investing and the qualifications of the investment adviser to render
such management assistance.
    (3) a description of its compensation; and
    Instructions.
    1. State generally what the adviser's fee is or will be as a
percentage of average net assets, including any break-point. It is not
necessary to include precise details as to how the fee is computed or
paid.
    2. If the investment advisory fee is paid in some manner other than
on the basis of average net assets, briefly describe the basis of
payment.
    (4) a statement, adjacent to the disclosure required by paragraph
1.b(3) of this Item, that a discussion regarding the basis for the
board of directors approving any investment advisory contract of the
Fund is available in the Fund's annual or semi-annual report to
shareholders, as applicable, and providing the period covered by the
relevant annual or semi-annual report.
    c. Portfolio Management. The name, title, and length of service of
the person or persons employed by or associated with the Fund or an
investment adviser of the Fund who are primarily responsible for the
day-to-day management of the Fund's portfolio (``Portfolio Manager'').
Also state each Portfolio Manager's business experience during the past
5 years. Include a statement, adjacent to the foregoing disclosure,
that the SAI provides additional information about the Portfolio
Manager's(s') compensation, other accounts managed by the Portfolio
Manager(s), and the Portfolio Manager's(s') ownership of securities in
the Fund.
    Instruction. If a committee, team, or other group of persons
associated with the Fund or an investment adviser of the Fund is
jointly and primarily responsible for the day-to-day management of the
Fund's portfolio, information in response to this Item is required for
each member of such committee, team, or other group. For each such
member, provide a brief description of the person's role on the
committee, team, or other group (e.g., lead member), including a
description of any limitations on the person's role and the
relationship between the person's role and the roles of other persons
who have responsibility for the day-to-day management of the Fund's
portfolio. If more than five persons are jointly and primarily
responsible for the day-to-day management of the Fund's portfolio, the
Fund need only provide information for the five persons with the most
significant responsibility for the day-to-day management of the Fund's
portfolio.
    d. Administrators. The identity of any other person who provides
significant administrative or business affairs management services
(e.g., an ``Administrator'' or ``Sub-Administrator''), a description of
the services provided, and the compensation to be paid;
    e. Custodians. The name and principal business address of the
custodian(s), transfer agent, and dividend paying agent;
    f. Expenses. The type of expenses for which the Fund is
responsible, and, if organization expenses of the Fund are to be paid
out of its assets, how the expenses will be amortized and the period
over which the amortization will occur; and
    g. Affiliated Brokerage. If the Fund pays (or will pay) brokerage
commissions to any broker that is an (1) affiliated person of the Fund,
(2) affiliated person of such person, or (3) affiliated person of an
affiliated person of the Fund, its investment adviser, or its principal
underwriter, a statement to that effect.
    2. Non-resident Managers. If any non-resident officer, director,
underwriter, investment adviser, or expert named in the registration
statement has a substantial portion of its assets located outside the
United States, identify each person, and state how the enforcement by
investors of civil liabilities under the federal securities laws may be
affected. This disclosure should indicate whether:
    a. Investors will be able to effect service of process within the
United States upon these persons;
    b. investors will be able to enforce, in United States courts,
judgments against these persons obtained in such courts predicated upon
the civil liability provisions of the federal securities laws;
    c. the appropriate foreign courts would enforce judgments of United
States courts obtained in actions against these persons predicated upon
the civil liability provisions of the federal securities laws; and
    d. the appropriate foreign courts would enforce, in original
actions, liabilities against these persons predicated solely upon the
federal securities laws.
    Instruction. If any portions of this disclosure are stated to be
based upon an opinion of counsel, name the counsel in the prospectus,
and include an appropriate manually signed consent to the use of
counsel's name and opinion as an exhibit to the registration statement.
    3. Control Persons. Identify each person who, as of a specified
date no more than 30 days prior to the date of filing the registration
statement (or amendment to it), controls the Fund.
    Instruction. For the purposes of this Item, ``control'' means (1)
the beneficial ownership, either directly or through one or more
controlled companies, of

more than 25 percent of the voting securities of a company; (2) the
acknowledgment or assertion by either the controlled or controlling
party of the existence of control; or (3) an adjudication under Section
2(a)(9) of the Investment Company Act, which has become final, that
control exists.

Item 10. Capital Stock, Long-Term Debt, and Other Securities

    1. Capital Stock. For each class of capital stock of the Fund,
state the title of the class and briefly describe all of the matters
listed in paragraphs 1.a through 1.f that are relevant:
    a. Concisely discuss the nature and most significant attributes,
including, where applicable, (1) dividend rights, policies, or
limitations; (2) voting rights; (3) liquidation rights; (4) liability
to further calls or to assessments by the Fund; (5) preemptive rights,
conversion rights, redemption provisions, and sinking fund provisions;
and (6) any material obligations or potential liability associated with
ownership of the security (not including investment risks);
    Instructions.
    1. A complete legal description of the securities should not be
given.
    2. If the Fund has a policy of making distribution or dividend
payments at predetermined times and minimum rates, disclosure should
include a statement that, if the fund's investments do not generate
sufficient income, the fund may be required to liquidate a portion of
its portfolio to fund these distributions, and therefore these payments
may represent a reduction of the shareholders' principal investment.
The tax consequences of such payments also should be described briefly.
    b. with respect to preferred stock, (1) state whether there are any
restrictions on the Fund while there is an arrearage in the payment of
dividends or sinking fund installments, and, if so, concisely describe
the restrictions and (2) briefly describe provisions restricting the
declaration of dividends, requiring the maintenance of any ratio or
assets, requiring the creation or maintenance of reserves, or
permitting or restricting the issuance of additional securities;
    c. if the rights of holders of the security may be modified other
than by a vote of a majority or more of the shares outstanding, voting
as a class, so state, and briefly explain;
    d. if rights evidenced by, or the amounts payable with respect to,
any class of securities being described are, or may be, materially
limited or qualified by the rights of any other authorized class of
securities, include sufficient information regarding the other
securities to enable investors to understand such rights and
limitations;
    e. if the Fund has a dividend reinvestment plan, briefly discuss
the material aspects of the plan including, but not limited to, whether
the plan is automatic or whether shareholders must affirmatively elect
to participate; (2) the method by which shareholders can elect to
reinvest stock dividends or, if the plan is automatic, to receive cash
dividends; (3) from whom additional information about the plan may be
obtained (including a telephone number or address); (4) the method of
determining the number of shares that will be distributed in lieu of a
cash dividend; (5) the income tax consequences of participation in the
plan (i.e., that capital gains and income are realized, although cash
is not received by the shareholder); (6) how to terminate participation
in the plan and rights upon termination; (7) if applicable, that an
investor holding shares that participate in the dividend reinvestment
plan in a brokerage account may not be able to transfer the shares to
another broker and continue to participate in the dividend reinvestment
plan; (8) the type and amount (if known) of fees, commissions, and
expenses payable by participants in connection with the plan; and (9)
if a cash purchase plan option is available, any minimum or maximum
investment required; and
    f. briefly describe any provision of the Fund's charter or bylaws
that would have an effect of delaying, deferring, or preventing a
change of control of the Fund and that would operate only with respect
to an extraordinary corporate transaction involving the Fund, such as a
merger, reorganization, tender offer, sale or transfer of substantially
all of its assets, or liquidation.
    Instruction. Provisions and arrangements required by law or imposed
by governmental or judicial authority need not be discussed. Provisions
or arrangements adopted by the Fund to effect or further compliance
with laws or governmental or judicial mandate must be described where
compliance does not require the specific provisions or arrangements
adopted.
    2. Long-Term Debt. If the Fund is issuing or has outstanding a
class of long-term debt, state the title of the debt securities and
their principal amount, and concisely describe any of the matters
listed in paragraphs 2.a through 2.e that are relevant:
    a. Provisions concerning maturity, interest, conversion,
redemption, amortization, sinking fund, and/or retirement;
    b. provisions restricting the declaration of dividends, requiring
the maintenance of any ratio or assets, and/or requiring the creation
or maintenance of reserves;
    c. provisions permitting or restricting the issuance of additional
securities, the ability to incur additional debt, the release or
substitution of assets securing the issue, and/or the modification of
the terms of the securities;
    Instruction. A complete legal description of the securities should
not be given.
    d. for each trustee, its name, the nature of any material
relationship it has with the Fund or any of its affiliates, the
percentage of securities necessary to require the trustee to take
action, and any indemnification the trustee may require before
proceeding against assets of the Fund; and
    e. to the extent not otherwise disclosed in response to this Item,
whether the rights evidenced by the long-term debt are, or may be,
materially limited or qualified by the rights of any other authorized
class of securities, and, if so, include sufficient information
regarding such other securities to enable investors to understand such
rights and limitations.
    3. General. Concisely describe the significant attributes of each
other class of the Fund's authorized securities. The description should
be comparable to that called for by paragraphs 1 and 2 of this Item. If
the securities are subscription warrants or rights, state the title and
amount of securities called for and the period during which, and the
prices at which, the warrants or rights are exercised.
    4. Taxes. Concisely describe the tax consequences to investors of
an investment in the securities being offered. If the Fund intends to
qualify for treatment under Subchapter M of the Internal Revenue Code
of 1986 [26 U.S.C. 851-856], it is sufficient, in the absence of
special circumstances, to state that: (i) The Fund will distribute all
of its net investment income and gains to shareholders and that these
distributions are taxable as ordinary income or capital gains; (ii)
shareholders may be proportionately liable for taxes on income and
gains of the Fund but shareholders not subject to tax on their income
will not be required to pay tax on amounts distributed on them; and
(iii) the Fund will inform shareholders of the amount and nature of the
income or gains.
    Instructions.
    1. The description should not include detailed discussions of
applicable law.
    2. The Fund should specifically address whether shareholders will
be subject to the alternative minimum tax.

    5. Outstanding Securities. Furnish the following information, in
substantially the tabular form indicated, for each class of authorized
securities of the Fund. The information must be current within 90 days
of the filing of this registration statement or amendment to it.

----------------------------------------------------------------------------------------------------------------
                 (1)                             (2)                      (3)                      (4)
----------------------------------------------------------------------------------------------------------------
            Title of Class                Amount Authorized          Amount Held by         Amount Outstanding
                                                                  Registrant or for its     Exclusive of Amount
                                                                         Account              Shown Under (3)
----------------------------------------------------------------------------------------------------------------

    6. Securities Ratings. If the prospectus relates to senior
securities of the Fund that have been assigned a rating by a nationally
recognized securities rating organization and the rating is disclosed
in the prospectus, briefly discuss the significance of the rating, the
basis upon which ratings are issued, any conditions or guidelines
imposed by the NRSRO for the Fund to maintain the rating, and whether
or not the Fund intends, or has any contractual obligation, to comply
with these conditions or guidelines. In addition, disclose the material
terms of any agreement between the Fund or any of its affiliates and
the NRSRO under which the NRSRO provides such rating. If the prospectus
relates to securities other than senior securities of the Fund that
have been assigned a rating by a NRSRO, the information required by
this paragraph may be provided in the Statement of Additional
Information unless the rating criteria will materially affect the
investment policies of the Fund (e.g., if the rating agency establishes
criteria for selection of the Fund's portfolio securities with which
the Fund intends to comply), in which case it should be included in the
prospectus.
    Instructions.
    1. The term ``nationally recognized securities rating
organization'' has the same meaning as used in Rule 15c3-1(c)(2)(vi)(F)
under the Exchange Act.
    2. Rule 436(g)(1) of Regulation C under the Securities Act [17 CFR
230.436(g)(1)] provides that a security rating assigned by an NRSRO to
a class of debt securities, a class of convertible debt securities, or
a class of preferred stock is not considered a part of the registration
statement for purposes of Sections 7 and 11 of the Securities Act.
Therefore, in the case of disclosure of a rating assigned to these
types of securities issued by the Fund, the Fund need not include a
written consent of the NRSRO as an exhibit to the registration
statement as required by Item 25.2.n but must provide the disclosure
called for by this Item.
    3. Reference should be made to the statement of the Commission's
policy on security ratings set forth under the section ``General'' in
Regulation S-K [17 CFR 229.10] for the Commission's views on other
important matters to be considered in disclosing securities ratings.

Item 11. Defaults and Arrears on Senior Securities

    1. State the nature, date, and amount of default of payment of
principal, interest, or amortization for each issue of long-term debt
of the Fund that is in default on the date of filing.
    2. If an issue of capital stock has any accumulated dividend in
arrears at the date of filing, state the title of each issue and the
amount per share in arrears.

Item 12. Legal Proceedings

    Describe briefly any material pending legal proceedings, other than
ordinary routine litigation incidental to the business, to which the
Fund, any subsidiary of the Fund, or the Fund's investment adviser or
principal underwriter is a party. Include the name of the court where
the case is pending, the date instituted, the principal parties, a
description of the factual basis alleged to underlie the proceeding,
and the relief sought. Include similar information as to any proceeding
instituted by a governmental authority or known to be contemplated by a
governmental authority.
    Instruction. Legal Proceedings, for purposes of this Item, are
material only to the extent that they are likely to have a material
adverse effect upon: (1) The ability of the investment adviser or
principal underwriter to perform its contract with the Fund; or (2) the
Fund.

Item 13. [Removed and Reserved]

Part B--Information Required in a Statement of Additional Information

Item 14. Cover Page

    1. The outside cover page must contain the following information:
    a. The Fund's name;
    b. a statement or statements (1) that the Statement of Additional
Information is not a prospectus, (2) that the Statement of Additional
Information should be read with the prospectus, and (3) how a copy of
the prospectus may be obtained;
    c. the date of the Statement of Additional Information;
    d. the date of the related prospectus and any other identifying
information that the Fund deems appropriate; and
    e. the statement required by paragraph (b)(2) of Rule 481 under the
Securities Act.
    2. The cover page may include other information, provided that it
does not, by its nature, quantity, or manner of presentation, impede
understanding of required information.

Item 15. Table of Contents

    List the contents of the Statement of Additional Information, and,
where useful, provide a cross-reference to related disclosure in the
prospectus.

Item 16. General Information and History

    If the Fund has engaged in a business other than that of an
investment company during the past five years, state the nature of the
other business and give the approximate date on which the Fund
commenced business as an investment company. If the Fund's name was
changed during that period, state its former name and the approximate
date on which it was changed. If the change in the Fund's business or
name occurred in connection with any bankruptcy, receivership, or
similar proceeding or any other material reorganization, readjustment,
or succession, briefly describe the nature and results of the same.

Item 17. Investment Objective and Policies

    1. Describe clearly and concisely the investment policies of the
Fund. It is not necessary to repeat information contained in the
prospectus, but, in augmenting the disclosure about those types of
investments, policies, or practices that are briefly discussed or
identified in the prospectus, the Fund should refer to the prospectus
when necessary to clarify the additional information called for by this
Item.
    2. Concisely describe any fundamental policy of the Fund not
described in the prospectus with respect to each of the following
activities:
    a. The issuance of senior securities;
    b. short sales, purchases on margin, and the writing of put and
call options;

    c. the borrowing of money (describe briefly any fundamental policy
that limits the Fund's ability to borrow money, and state the purpose
for which the proceeds will be used);
    d. the underwriting of securities of other issuers (include any
fundamental policy concerning the acquisition of restricted securities,
i.e., securities that must be registered under the Securities Act
before they may be offered or sold to the public);
    e. the concentration of investments in a particular industry or
groups of industries;
    f. the purchase or sale of real estate and real estate mortgage
loans;
    g. the purchase or sale of commodities or commodity contracts,
including futures contracts;
    h. the making of loans (for purposes of this item, the term
``loans'' does not include the purchase of a portion of an issue of
publicly distributed bonds, debentures, or other securities, whether or
not the purchase was made upon the original issuance of the securities;
however, the term ``loan'' includes the loaning of cash or portfolio
securities to any person); and
    i. any other policy that the Fund deems fundamental.
    Instructions.
    1. For purposes of this Item, the term ``fundamental policy'' is
defined as any policy that the Fund has deemed to be fundamental or
that may not be changed without the approval of a majority of the
Fund's outstanding voting securities.
    2. If the Fund reserves freedom of action with respect to any of
the foregoing activities (other than the activity described in
paragraph e), it must disclose the maximum percentage of assets to be
devoted to the particular activity.
    3. Describe fully any significant investment policies of the Fund
not described in the prospectus that are not deemed fundamental and
that may be changed without the approval of the holders of a majority
of the voting securities (e.g., investing for control of management,
investing in foreign securities, or arbitrage activities).
    Instruction. The Fund should disclose the extent to which it may
engage in the above policies and the risks inherent in such policies.
    4. Briefly explain any significant change in the Fund's portfolio
turnover rates over the last two fiscal years. If the Fund anticipates
a significant change in the portfolio turnover rate from that reported
under caption k of Item 4.1 for its most recent fiscal year, so state.
In the case of a new registration, the Fund should state its policy
with respect to portfolio turnover.

Item 18. Management

    General Instructions.
    1. For purposes of this Item 18, the terms below have the following
meanings:
    a. The term ``family of investment companies'' means any two or
more registered investment companies that:
    (1) Share the same investment adviser or principal underwriter; and
    (2) Hold themselves out to investors as related companies for
purposes of investment and investor services.
    b. The term ``fund complex'' means two or more registered
investment companies that:
    (1) Hold themselves out to investors as related companies for
purposes of investment and investor services; or
    (2) Have a common investment adviser or have an investment adviser
that is an affiliated person of the investment adviser of any of the
other registered investment companies.
    c. The term ``immediate family member'' means a person's spouse;
child residing in the person's household (including step and adoptive
children); and any dependent of the person, as defined in Section 152
of the Internal Revenue Code [26 U.S.C. 152].
    d. The term ``officer'' means the president, vice-president,
secretary, treasurer, controller, or any other officer who performs
policy-making functions.
    2. When providing information about directors, furnish information
for directors who are interested persons of the Fund, as defined in
Section 2(a)(19) of the Investment Company Act and the rules
thereunder, separately from the information for directors who are not
interested persons of the Fund. For example, when furnishing
information in a table, you should provide separate tables (or separate
sections of a single table) for directors who are interested persons
and for directors who are not interested persons. When furnishing
information in narrative form, indicate by heading or otherwise the
directors who are interested persons and the directors who are not
interested persons.
    1. Provide the information required by the following table for each
director and officer of the Fund, and, if the Fund has an advisory
board, member of the board. Explain in a footnote to the table any
family relationship between the persons listed.

--------------------------------------------------------------------------------------------------------------------------------------------------------
                (1)                            (2)                     (3)                    (4)                    (5)                    (6)
--------------------------------------------------------------------------------------------------------------------------------------------------------
       Name, Address, and Age         Position(s) Held with    Term of Office and          Principal         Number of Portfolios   Other Directorships
                                            Registrant        Length of Time Served   Occupation(s) During      in Fund Complex       Held by Director
                                                                                Past 5 Years       Overseen by Director
--------------------------------------------------------------------------------------------------------------------------------------------------------

    Instructions.
    1. For purposes of this paragraph, the term ``family relationship''
means any relationship by blood, marriage, or adoption, not more remote
than first cousin.
    2. For each director who is an interested person of the Fund, as
defined in Section 2(a)(19) of the Investment Company Act and the rules
thereunder, describe, in a footnote or otherwise, the relationship,
events, or transactions by reason of which the director is an
interested person.
    3. State the principal business of any company listed under column
(4) unless the principal business is implicit in its name.
    4. Indicate in column (6) directorships not included in column (5)
that are held by a 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 are held. Where the
other directorships include directorships overseeing two or more
portfolios in the same fund complex, identify the fund complex and
provide the number of portfolios overseen as a director in the fund
complex rather than listing each portfolio separately.
    2. For each individual listed in column (1) of the table required
by paragraph 1 of this Item 18, except for 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, describe any
positions, including as an officer, employee, director, or general
partner, held with affiliated persons or principal underwriters of the
Fund.

    Instruction. When an individual holds the same position(s) with two
or more registered investment companies that are part of the same fund
complex, identify the fund complex and provide the number of registered
investment companies for which the position(s) are held rather than
listing each registered investment company separately.
    3. Describe briefly any arrangement or understanding between any
director or officer and any other person(s) (naming the person(s))
pursuant to which he was selected as a director or officer.
    Instruction. Do not include arrangements or understandings with
directors or officers acting solely in their capacities as such.
    4. For each non-resident director or officer of the Fund listed in
column (1) of the table required by paragraph 1, disclose whether he
has authorized an agent in the United States to receive notice and, if
so, disclose the name and address of the agent.
    5. a. Briefly describe the leadership structure of the Fund's
board, including whether the chairman of the board is an interested
person of the Fund, as defined in Section 2(a)(19) of the Investment
Company Act. If the chairman of the board is an interested person of
the Fund, disclose whether the Fund has a lead independent director and
what specific role the lead independent director plays in the
leadership of the Fund. This disclosure should indicate why the Fund
has determined that its leadership structure is appropriate given the
specific characteristics or circumstances of the Fund. In addition,
disclose the extent of the board's role in the risk oversight of the
Fund, such as how the board administers its oversight function, and the
effect that this has on the board's leadership structure.
    b. Identify the standing committees of the Fund's board of
directors, and provide the following information about each committee:
    (1) A concise statement of the functions of the committee;
    (2) The members of the committee;
    (3) The number of committee meetings held during the last fiscal
year; and
    (4) If the committee is a nominating or similar committee, state
whether the committee will consider nominees recommended by security
holders and, if so, describe the procedures to be followed by security
holders in submitting recommendations.
    6. a. Unless disclosed in the table required by paragraph 1 of this
Item 18, describe any positions, including as an officer, employee,
director, or general partner, held by 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, during the two most recently completed calendar
years with:
    (1) The Fund;
    (2) 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