regarding sales charge discounts is only required by a Fund that offers
such discounts and should specify the minimum level of investment
required to qualify for a discount as disclosed in the table required
by Item 12(a)(1).
    (c) Include the caption ``Maximum Account Fees'' only if the Fund
charges these fees. A Fund may omit other captions if the Fund does not
charge the

fees or expenses covered by the captions.
    (d) Multiple Class and Master-Feeder Funds.
    (i) If the Fund is a Feeder Fund, reflect the aggregate expenses of
the Feeder Fund and the Master Fund in a single fee table using the
captions provided. In a footnote to the fee table, state that the table
and Example reflect the expenses of both the Feeder and Master Funds.
    (ii) If the prospectus offers more than one Class of a Multiple
Class Fund or more than one Feeder Fund that invests in the same Master
Fund, provide a separate response for each Class or Feeder Fund.
    (e) If the Fund is an Exchange-Traded Fund, exclude any fees
charged for the purchase and redemption of the Fund's creation units.
    2. Transaction Fees.
    (a) ``Purchase Charge'' is the sales charge (load) imposed on
purchases, expressed as a percentage of the offering price. Provide the
maximum purchase charge.
    (b) ``Exit Charge'' includes the total deferred sales charge (load)
payable upon redemption, in installments, or both, expressed as a
percentage of the amount or amounts stated in response to Item 12(a).
Provide the maximum exit charge. A Fund may include in a footnote to
the table, if applicable, a tabular presentation showing the amount of
exit charges over time or a narrative explanation of the exit charges
(e.g., __% in the first year after purchase, declining to __% in the __
year and eliminated thereafter).
    (c) If more than one type of sales charge (load) is imposed (e.g.,
a purchase charge and an exit charge), the first caption in the table
should read ``Maximum Combined Purchase and Exit Charge'' and show the
maximum cumulative percentage. Show the percentage amounts and the
terms of each sales charge (load) comprising that figure on separate
lines below.
    (d) If a purchase charge is imposed on shares purchased with
reinvested capital gains distributions or returns of capital, include
the bracketed words in the ``Maximum Purchase Charge Imposed on
Reinvested Dividends'' caption.
    (e) ``Early Exit Fee'' includes a fee charged for any redemption of
the Fund's shares, but does not include an exit charge upon redemption,
and, if the Fund is a Money Market Fund, does not include a liquidity
fee imposed upon the sale of Fund shares in accordance with rule 2a-
7(c)(2).
    (f) ``Exchange Fee'' includes the maximum fee charged for any
exchange or transfer of interest from the Fund to another fund. The
Fund may include in a footnote to the table, if applicable, a tabular
presentation of the range of exchange fees or a narrative explanation
of the fees.
    3. Maximum Account Fees. Disclose account fees that may be charged
to a typical investor in the Fund; fees that apply to only a limited
number of shareholders based on their particular circumstances need not
be disclosed. Include a caption describing the maximum account fee
(e.g., ``Maximum Account Maintenance Fee'' or ``Maximum Cash Management
Fee''). State the maximum annual account fee as either a fixed dollar
amount or a percentage of assets. Include in a parenthetical to the
caption the basis on which any percentage is calculated. If an account
fee is charged only to accounts that do not meet a certain threshold
(e.g., accounts under $5,000), the Fund may include the threshold in a
parenthetical to the caption or footnote to the table. The Fund may
include an explanation of any non-recurring account fee in a
parenthetical to the caption or in a footnote to the table.
    4. Ongoing Annual Fees.
    (a) ``Management Fees'' include investment advisory fees (including
any fees based on the Fund's performance), any other management fees
payable to the investment adviser or its affiliates, and administrative
fees payable to the investment adviser or its affiliates that are not
included as ``Other Expenses.''
    (b) ``Selling Fees'' include all distribution or other expenses
incurred during the most recent fiscal year under a plan adopted
pursuant to rule 12b-1 [17 CFR 270.12b-1]. Under an appropriate caption
or a subcaption of ``Other Expenses,'' disclose the amount of any
distribution or similar expenses deducted from the Fund's assets other
than pursuant to a rule 12b-1 plan.
    (c) ``Other Expenses''.
    (i) ``Other Expenses'' include all expenses not otherwise disclosed
in the table that are deducted from the Fund's assets or charged to all
shareholder accounts. The amount of expenses deducted from the Fund's
assets are the amounts shown as expenses in the Fund's statement of
operations (including increases resulting from complying with paragraph
2(g) of rule 6-07 of Regulation S-X [17 CFR 210.6-07]).
    (ii) ``Other Expenses'' do not include extraordinary expenses.
``Extraordinary expenses'' refers to expenses that are distinguished by
their unusual nature and by the infrequency of occurrence. Unusual
nature means the expense has a high degree of abnormality and is
clearly unrelated to, or only incidentally related to, the ordinary and
typical activities of the fund, taking into account the environment in
which the fund operates. Infrequency of occurrence means the expense is
not reasonably expected to recur in the foreseeable future, taking into
consideration the environment in which the fund operates. The
environment of a fund includes such factors as the characteristics of
the industry or industries in which it operates, the geographical
location of its operations, and the nature and extent of governmental
regulation. If extraordinary expenses were incurred that materially
affected the Fund's ``Other Expenses,'' disclose in a footnote to the
table what ``Other Expenses'' would have been had the extraordinary
expenses been included.
    (iii) The Fund may subdivide this caption into no more than three
subcaptions that identify the largest expense or expenses comprising
``Other Expenses,'' but must include a total of all ``Other Expenses.''
Alternatively, the Fund may include the components of ``Other
Expenses'' in a parenthetical to the caption.
    (d) ``Ongoing Annual Fees''.
    (i) Base the percentages of ``Ongoing Annual Fees'' on amounts
incurred during the Fund's most recent fiscal year, but include in
expenses amounts that would have been incurred absent expense
reimbursement or fee waiver arrangements. If the Fund has changed its
fiscal year and, as a result, the most recent fiscal year is less than
three months, use the fiscal year prior to the most recent fiscal year
as the basis for determining ``Ongoing Annual Fees.''
    (ii) If there have been any changes in ``Ongoing Annual Fees'' that
would materially affect the information disclosed in the table:
    (A) Restate the expense information using the current fees as if
they had been in effect during the previous fiscal year; and
    (B) In a footnote to the table, disclose that the expense
information in the table has been restated to reflect current fees.
    (iii) A change in ``Ongoing Annual Fees'' means either an increase
or a decrease in expenses that occurred during the most recent fiscal
year or that is expected to occur during the current fiscal year. A
change in ``Ongoing Annual Fees'' does not include a decrease in
operating expenses as a percentage of assets due to economies of scale
or breakpoints in a fee arrangement resulting from an increase in the
Fund's assets.

    (e) If there are expense reimbursement or fee waiver arrangements
that will reduce any Fund operating expenses for no less than one year
from the effective date of the Fund's registration statement, a Fund
may add two captions to the table: One caption showing the amount of
the expense reimbursement or fee waiver, and a second caption showing
the Fund's net expenses after subtracting the fee reimbursement or
expense waiver from the total fund operating expenses. The Fund should
place these additional captions directly below the ``Total Ongoing
Annual Fees'' caption of the table and should use appropriate
descriptive captions, such as ``Temporary Discount'' and ``Total
Ongoing Annual Fees with Temporary Discount,'' respectively. If the
Fund provides this disclosure, also disclose the period for which the
expense reimbursement or fee waiver arrangement is expected to
continue, including the expected termination date, and briefly describe
who can terminate the arrangement and under what circumstances.
    (f) Acquired Fund Fees and Expenses.
    (i) If the Fund (unless it is a Feeder Fund) invests in shares of
one or more Acquired Funds, add a subcaption to the ``Ongoing Annual
Fees'' portion of the table directly above the subcaption titled
``Total Ongoing Annual Fees.'' 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 has
invested during the relevant fiscal period that (A) is an investment
company or (B) would be an investment company under section 3(a) of the
Investment Company Act [15 U.S.C. 80a-3(a)] but for the exceptions to
that definition provided for in sections 3(c)(1) and 3(c)(7) of the
Investment Company Act [15 U.S.C. 80a-3(c)(1) and 80a-3(c)(7)]. 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.
    (ii) A Fund may omit the Acquired Fund Fees and Expenses subcaption
in the table if the ratio of the Acquiring Fund's investments in
Acquired Funds (excluding Money Market Funds) to the Fund's total
assets for the prior fiscal year, as calculated as described below, is
10 percent or less and the Fund discloses in a footnote to the table:
The amount of the Fund's Acquired Fund Fees and Expenses, and a
statement that the Fund's [Total] Ongoing Annual Fees in the table
would be higher if these fees and expenses were included. Calculate the
ratio in the following manner.
    (A) For each of the 12 months that compose the prior fiscal year,
divide the Fund's investments in Acquired Funds (excluding Money Market
Funds) as of the end of the month by the Fund's total assets as of the
end of the month. This will produce 12 data items (or fewer if the Fund
has been in operation for less than a full fiscal year).
    (B) Calculate the average of the 12 (or fewer) data items. This
figure is the ratio.
    (iii) Determine the ``Acquired Fund Fees and Expenses'' according
to the following formula:
[GRAPHIC] [TIFF OMITTED] TP05NO20.004

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 (or the number of
days since the date the Fund made its first investment, if less than
a 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 purchase charges, exit
charges, 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.

    (iv) Calculate the average net assets of the Fund for the most
recent fiscal year, as provided in Item 13(a) (see Instruction 4 to
Item 13(a)).
    (v) 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. 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 expenses (i.e., performance fees) that are incurred solely upon
the realization and/or distribution of a gain. 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.
    (vi) 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).
    (vii) A New Fund should base the Acquired Fund fees and expenses
and the percent invested in Acquired Funds on assumptions of the
specific Acquired Funds in which the New Fund expects to invest.
Disclose in a footnote to the table that Acquired Fund fees and

expenses are based on estimated amounts for the current fiscal year.
    (viii) If the Fund includes the Acquired Fund fees and expenses
subcaption in the table, the Fund may clarify in a footnote to the fee
table that the Total Ongoing Annual Fees under Item 8A do not correlate
to the ratio of expenses to average net assets given in the fund's
shareholder reports or in response to Item 13, which reflects the
operating expenses of the Fund and does not include Acquired Fund fees
and expenses.
    5. Example.
    (a) Assume that the percentage amounts listed under ``Ongoing
Annual Fees'' remain the same in each year of the 1-, 3-, 5-, and 10-
year periods, except that an adjustment may be made to reflect any
expense reimbursement or fee waiver arrangements that will reduce any
Fund operating expenses for no less than one year from the effective
date of the Fund's registration statement. An adjustment to reflect any
expense reimbursement or fee waiver arrangement may be reflected only
in the period(s) for which the expense reimbursement or fee waiver
arrangement is expected to continue.
    (b) For any breakpoint in any fee, assume that the amount of the
Fund's assets remains constant as of the level at the end of the most
recently completed fiscal year.
    (c) Assume reinvestment of all dividends and distributions.
    (d) Reflect recurring and non-recurring fees charged to all
investors other than any exchange fees or any purchase charges on
shares purchased with reinvested dividends or other distributions. If
purchase charges are imposed on reinvested dividends or other
distributions, include the narrative explanation following the Example
and include the bracketed words when purchase charges are charged on
reinvested capital gains distributions or returns of capital. Reflect
any shareholder account fees collected by more than one Fund by
dividing the total amount of the fees collected during the most recent
fiscal year for all Funds whose shareholders are subject to the fees by
the total average net assets of the Funds. Add the resulting percentage
to ``Ongoing Annual Fees'' and assume that it remains the same in each
of the 1-, 3-, 5-, and 10-year periods. A Fund that charges account
fees based on a minimum account requirement exceeding $10,000 may
adjust its account fees based on the amount of the fee in relation to
the Fund's minimum account requirement.
    (e) Include the second 1-, 3-, 5-, and 10-year periods and related
narrative explanation only if an exit charge or other fee is charged
upon redemption. Reflect any exit charge by assuming redemption of the
entire account at the end of the year in which the exit charge is due.
In the case of an exit charge that is based on the Fund's net asset
value at the time of payment, assume that the net asset value at the
end of each year includes the 5% annual return for that and each
preceding year.
    6. Portfolio Turnover. Disclose the portfolio turnover rate
provided in response to Item 13(a) for the most recent fiscal year (or
for such shorter period as the Fund has been in operation). Disclose
the period for which the information is provided if less than a full
fiscal year. A Fund that is a Money Market Fund may omit the portfolio
turnover information required by this Item.
    7. New Funds. For purposes of this Item, a ``New Fund'' is a Fund
that does not include in Form N-1A financial statements reporting
operating results or that includes financial statements for the Fund's
initial fiscal year reporting operating results for a period of 6
months or less. The following Instructions apply to New Funds.
    (a) Base the percentages expressed in ``Ongoing Annual Fees'' on
payments that will be made, but include in expenses, amounts that will
be incurred without reduction for expense reimbursement or fee waiver
arrangements, estimating amounts of ``Other Expenses.'' Disclose in a
footnote to the table that ``Other Expenses'' are based on estimated
amounts for the current fiscal year.
    (b) Complete only the 1- and 3-year period portions of the Example
and estimate any shareholder account fees collected.

Item 9. Investment Objectives, Principal Investment Strategies, Related
Risks, and Disclosure of Portfolio Holdings

    (a) Investment Objectives. State the Fund's investment objectives
and, if applicable, state that those objectives may be changed without
shareholder approval.
    (b) Implementation of Investment Objectives. Describe how the Fund
intends to achieve its investment objectives. In the discussion:
    (1) Describe the Fund's principal investment strategies, including
the particular type or types of securities in which the Fund
principally invests or will invest.
Instructions
    1. A strategy includes any policy, practice, or technique used by
the Fund to achieve its investment objectives.
    2. Whether a particular strategy, including a strategy to invest in
a particular type of security, is a principal investment strategy
depends on the strategy's anticipated importance in achieving the
Fund's investment objectives, and how the strategy affects the Fund's
potential risks and returns. In determining what a principal investment
strategy is, consider, among other things, the amount of the Fund's
assets expected to be committed to the strategy, the amount of the
Fund's assets expected to be placed at risk by the strategy, and the
likelihood of the Fund's losing some or all of those assets from
implementing the strategy.
    3. A negative strategy (e.g., a strategy not to invest in a
particular type of security or not to borrow money) is not a principal
investment strategy.
    4. Disclose any policy to concentrate in securities of issuers in a
particular industry or group of industries (i.e., investing more than
25% of a Fund's net assets in a particular industry or group of
industries).
    5. Disclose any other policy specified in Item 16(c)(1) that is a
principal investment strategy of the Fund.
    6. Disclose, if applicable, that the Fund may, from time to time,
take temporary defensive positions that are inconsistent with the
Fund's principal investment strategies in attempting to respond to
adverse market, economic, political, or other conditions. Also disclose
the effect of taking such a temporary defensive position (e.g., that
the Fund may not achieve its investment objective).
    7. Disclose whether the Fund (if not a Money Market Fund) may
engage in active and frequent trading of portfolio securities to
achieve its principal investment strategies. If so, explain the tax
consequences to shareholders of increased portfolio turnover, and how
the tax consequences of, or trading costs associated with, a Fund's
portfolio turnover may affect the Fund's performance.
    (2) Explain in general terms how the Fund's adviser decides which
securities to buy and sell (e.g., for an equity fund, discuss, if
applicable, whether the Fund emphasizes value or growth or blends the
two approaches).
    (c) Risks. Disclose the principal risks of investing in the Fund,
including the risks to which the Fund's particular portfolio as a whole
is expected to be subject and the circumstances reasonably likely to
affect adversely the

Fund's net asset value, yield, or total return.
Instructions
    1. In determining whether a risk is a principal risk, a Fund should
consider whether the risk would place more than 10% of the Fund's
assets at risk, or whether it is reasonably likely that the risk would
place more than 10% of the Fund's assets at risk in the future.
    2. In the case of an Acquiring Fund, risks should only be included
if they are principal risks of the Acquiring Fund. A principal risk of
an Acquired Fund should not be included unless it is a principal risk
of the Acquiring Fund.
    3. If a Fund's strategy provides the freedom to invest in different
types of assets at the manager's discretion, disclose that an investor
may not know--and has no way to know--how the fund will invest in the
future and its associated risks.
    (d) Portfolio Holdings. State that a description of the Fund's
policies and procedures with respect to the disclosure of the Fund's
portfolio securities is available (i) in the Fund's SAI; and (ii) on
the Fund's website, if applicable.

Item 10. Management, Organization, and Capital Structure

    (a) Management.
    (1) Investment Adviser.
    (i) Provide the name and address of each investment adviser of the
Fund, including sub advisers. Describe the investment adviser's
experience as an investment adviser and the advisory services that it
provides to the Fund.
    (ii) Describe the compensation of each investment adviser of the
Fund as follows:
    (A) If the Fund has operated for a full fiscal year, state the
aggregate fee paid to the adviser for the most recent fiscal year as a
percentage of average net assets. If the Fund has not operated for a
full fiscal year, state what the adviser's fee is as a percentage of
average net assets, including any breakpoints.
    (B) If the adviser's fee is not based on a percentage of average
net assets (e.g., the adviser receives a performance-based fee),
describe the basis of the adviser's compensation.
Instructions
    1. If the Fund changed advisers during the fiscal year, describe
the compensation and the dates of service for each adviser.
    2. Explain any changes in the basis of computing the adviser's
compensation during the fiscal year.
    3. If a Fund has more than one investment adviser, disclose the
aggregate fee paid to all of the advisers, rather than the fees paid to
each adviser, in response to this Item.
    (2) Portfolio Manager. For each Portfolio Manager identified in
response to Item 5(b), state the 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. If a Portfolio Manager is a member of a
committee, team, or other group of persons associated with the Fund or
an investment adviser of the Fund that is jointly and primarily
responsible for the day-to-day management of the Fund's portfolio,
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.
    (3) Legal Proceedings. Describe any material pending legal
proceedings, other than ordinary routine litigation incidental to the
business, to which the Fund or the Fund's investment adviser or
principal underwriter is a party. Include the name of the court in
which the proceedings are pending, the date instituted, the principal
parties involved, a description of the factual basis alleged to
underlie the proceeding, and the relief sought. Include similar
information as to any legal proceedings instituted, or known to be
contemplated, by a governmental authority.
    Instruction. For purposes of this requirement, legal proceedings
are material only to the extent that they are likely to have a material
adverse effect on the Fund or the ability of the investment adviser or
principal underwriter to perform its contract with the Fund.
    (b) Capital Stock. Disclose any unique or unusual restrictions on
the right freely to retain or dispose of the Fund's shares or material
obligations or potential liabilities associated with holding the Fund's
shares (not including investment risks) that may expose investors to
significant risks.

Item 11. Shareholder Information

    (a) Pricing of Fund Shares. Describe the procedures for pricing the
Fund's shares, including:
    (1) An explanation that the price of Fund shares is based on the
Fund's net asset value and the method used to value Fund shares (market
price, fair value, or amortized cost); except that if the Fund is an
Exchange-Traded Fund, an explanation that the price of Fund shares is
based on a market price.
    Instruction. A Fund (other than a Money Market Fund) must provide a
brief explanation of the circumstances under which it will use fair
value pricing and the effects of using fair value pricing. With respect
to any portion of a Fund's assets that are invested in one or more
open-end management investment companies that are registered under the
Investment Company Act, the Fund may briefly explain that the Fund's
net asset value is calculated based upon the net asset values of the
registered open-end management investment companies in which the Fund
invests, and that the prospectuses for these companies explain the
circumstances under which those companies will use fair value pricing
and the effects of using fair value pricing.
    (2) A statement as to when calculations of net asset value are made
and that the price at which a purchase or redemption is effected is
based on the next calculation of net asset value after the order is
placed.
    (3) A statement identifying in a general manner any national
holidays when shares will not be priced and specifying any additional
local or regional holidays when the Fund shares will not be priced.
Instructions
    1. In responding to this Item, a Fund may use a list of specific
days or any other means that effectively communicates the information
(e.g., explaining that shares will not be priced on the days on which
the New York Stock Exchange is closed for trading).
    2. If the Fund has portfolio securities that are primarily listed
on foreign exchanges that trade on weekends or other days when the Fund
does not price its shares, disclose that the net asset value of the
Fund's shares may change on days when shareholders will not be able to
purchase or redeem the Fund's shares.
    (b) Purchase of Fund Shares. Describe the procedures for purchasing
the Fund's shares.
    (c) Redemption of Fund Shares. Describe the procedures for
redeeming the Fund's shares, including:
    (1) Any restrictions on redemptions.
    (2) Any redemption charges, including how these charges will be
collected and under what circumstances the charges will be waived.

    (3) Any procedure that a shareholder can use to sell the Fund's
shares to the Fund or its underwriter through a broker-dealer, noting
any charges that may be imposed for such service.
    Instruction. The specific fees paid through the broker-dealer for
such service need not be disclosed.
    (4) The circumstances, if any, under which the Fund may redeem
shares automatically without action by the shareholder in accounts
below a certain number or value of shares.
    (5) The circumstances, if any, under which the Fund may delay
honoring a request for redemption for a certain time after a
shareholder's investment (e.g., whether a Fund does not process
redemptions until clearance of the check for the initial investment).
    (6) Any restrictions on, or costs associated with, transferring
shares held in street name accounts.
    (7) The number of days following receipt of shareholder redemption
requests in which the fund typically expects to pay out redemption
proceeds to redeeming shareholders. If the number of days differs by
method of payment (e.g., check, wire, automated clearing house), then
disclose the typical number of days or estimated range of days that the
fund expects it will take to pay out redemptions proceeds for each
method used.
    (8) The methods that the Fund typically expects to use to meet
redemption requests, and whether those methods are used regularly, or
only in stressed market conditions (e.g., sales of portfolio assets,
holdings of cash or cash equivalents, lines of credit, interfund
lending, and/or ability to redeem in kind).
    (d) Dividends and Distributions. Describe the Fund's policy with
respect to dividends and distributions, including any options that
shareholders may have as to the receipt of dividends and distributions.
    (e) Frequent Purchases and Redemptions of Fund Shares.
    (1) Describe the risks, if any, that frequent purchases and
redemptions of Fund shares by Fund shareholders may present for other
shareholders of the Fund.
    (2) State whether or not the Fund's board of directors has adopted
policies and procedures with respect to frequent purchases and
redemptions of Fund shares by Fund shareholders.
    (3) If the Fund's board of directors has not adopted any such
policies and procedures, provide a statement of the specific basis for
the view of the board that it is appropriate for the Fund not to have
such policies and procedures.
    (4) If the Fund's board of directors has adopted any such policies
and procedures, describe those policies and procedures, including:
    (i) Whether or not the Fund discourages frequent purchases and
redemptions of Fund shares by Fund shareholders;
    (ii) Whether or not the Fund accommodates frequent purchases and
redemptions of Fund shares by Fund shareholders; and
    (iii) Any policies and procedures of the Fund for deterring
frequent purchases and redemptions of Fund shares by Fund shareholders,
including any restrictions imposed by the Fund to prevent or minimize
frequent purchases and redemptions. Describe each of these policies,
procedures, and restrictions with specificity. Indicate whether each of
these restrictions applies uniformly in all cases or whether the
restriction will not be imposed under certain circumstances, including
whether each of these restrictions applies to trades that occur through
omnibus accounts at intermediaries, such as investment advisers,
broker-dealers, transfer agents, third party administrators, and
insurance companies. Describe with specificity the circumstances under
which any restriction will not be imposed. Include a description of the
following restrictions, if applicable:
    (A) Any restrictions on the volume or number of purchases,
redemptions, or exchanges that a shareholder may make within a given
time period;
    (B) Any exchange fee or redemption fee;
    (C) Any costs or administrative or other fees or charges that are
imposed on shareholders deemed to be engaged in frequent purchases and
redemptions of Fund shares, together with a description of the
circumstances under which such costs, fees, or charges will be imposed;
    (D) Any minimum holding period that is imposed before an investor
may make exchanges into another Fund;
    (E) Any restrictions imposed on exchange or purchase requests
submitted by overnight delivery, electronically, or via facsimile or
telephone; and
    (F) Any right of the Fund to reject, limit, delay, or impose other
conditions on exchanges or purchases or to close or otherwise limit
accounts based on a history of frequent purchases and redemptions of
Fund shares, including the circumstances under which such right will be
exercised.
    (5) If applicable, include a statement, adjacent to the disclosure
required by paragraphs (e)(1) through (e)(4) of this Item, that the SAI
includes a description of all arrangements with any person to permit
frequent purchases and redemptions of Fund shares.
    (f) Tax Consequences.
    (1) Describe the tax consequences to shareholders of buying,
holding, exchanging and selling the Fund's shares, including, as
applicable, that:
    (i) The Fund intends to make distributions that may be taxed as
ordinary income and capital gains (which may be taxable at different
rates depending on the length of time the Fund holds its assets). If
the Fund expects that its distributions, as a result of its investment
objectives or strategies, will consist primarily of ordinary income or
capital gains, provide disclosure to that effect.
    (ii) The Fund's distributions, whether received in cash or
reinvested in additional shares of the Fund, may be subject to Federal
income tax.
    (iii) An exchange of the Fund's shares for shares of another fund
will be treated as a sale of the Fund's shares and any gain on the
transaction may be subject to Federal income tax.
    (2) For a Fund that holds itself out as investing in securities
generating tax-exempt income:
    (i) Modify the disclosure required by paragraph (f)(1) to reflect
that the Fund intends to distribute tax- exempt income.
    (ii) Also disclose, as applicable, that:
    (A) The Fund may invest a portion of its assets in securities that
generate income that is not exempt from Federal or state income tax;
    (B) Income exempt from Federal tax may be subject to state and
local income tax; and
    (C) Any capital gains distributed by the Fund may be taxable.
    (3) If the Fund does not expect to qualify as a regulated
investment company under Subchapter M of the Internal Revenue Code
[I.R.C. 851 et seq.], explain the tax consequences. If the Fund expects
to pay an excise tax under the Internal Revenue Code [I.R.C. 4982] with
respect to its distributions, explain the tax consequences.
    (g) Exchange-Traded Funds. If the Fund is an Exchange-Traded Fund:
    (1) The Fund may omit from the prospectus the information required
by Items 11(a)(2), (b), and (c).
    (2) Provide a table showing the number of days the Market Price of
the Fund shares was greater than the Fund's net asset value and the
number of days it was less than the Fund's net asset value (i.e.,
premium or discount) for the most recently completed calendar year, and
the most recently completed calendar quarters since that year (or the
life of the Fund, if shorter). The Fund

may omit the information required by this paragraph if it satisfies the
requirements of paragraphs (c)(1)(ii)-(iv) and (c)(1)(vi) of Rule 6c-11
[17 CFR 270.6c-11(c)(1)(ii)-(iv) and (c)(1)(vi)] under the Investment
Company Act.
Instruction
    1. Provide the information in tabular form.
    2. Express the information as a percentage of the net asset value
of the Fund, using separate columns for the number of days the Market
Price was greater than the Fund's net asset value and the number of
days it was less than the Fund's net asset value. Round all percentages
to the nearest hundredth of one percent.
    3. Adjacent to the table, provide a brief explanation that:
Shareholders may pay more than net asset value when they buy Fund
shares and receive less than net asset value when they sell those
shares, because shares are bought and sold at current market prices.
    4. Include a statement that the data presented represents past
performance and cannot be used to predict future results.

Item 12. Distribution Arrangements

    (a) Sales Loads.
    (1) Describe any sales loads, including exit charges, applied to
purchases of the Fund's shares. Include in a table any purchase charge
(and each breakpoint in the charge, if any) as a percentage of both the
offering price and the net amount invested.
Instructions
    1. If the Fund's shares are sold subject to a purchase charge,
explain that the term ``offering price'' includes the purchase charge.
    2. Disclose, if applicable, that purchase charges are imposed on
shares, or amounts representing shares, that are purchased with
reinvested dividends or other distributions.
    3. Discuss, if applicable, how exit charges are imposed and
calculated, including:
    (a) Whether the specified percentage of the exit charge is based on
the offering price, or the lesser of the offering price or net asset
value at the time the exit charge is paid.
    (b) The amount of the exit charge as a percentage of both the
offering price and the net amount invested.
    (c) A description of how the exit charge is calculated (e.g., in
the case of a partial redemption, whether or not the exit charge is
calculated as if shares or amounts representing shares not subject to
an exit charge are redeemed first, and other shares or amounts
representing shares are then redeemed in the order purchased).
    (d) If applicable, the method of paying an installment exit charge
(e.g., by withholding of dividend payments, involuntary redemptions, or
separate billing of a shareholder's account).
    (2) Unless disclosed in response to paragraph (a)(1), briefly
describe any arrangements that result in breakpoints in, or elimination
of, purchase charges or exit charges (e.g., letters of intent,
accumulation plans, dividend reinvestment plans, withdrawal plans,
exchange privileges, employee benefit plans, redemption reinvestment
plans, and waivers for particular classes of investors). Identify each
class of individuals or transactions to which the arrangements apply
and state each different breakpoint as a percentage of both the
offering price and the net amount invested. If applicable, state that
additional information concerning purchase charge or exit charge
breakpoints is available in the Fund's SAI.
Instructions
    1. The description, pursuant to paragraph (a)(1) or (a)(2) of this
Item 12, of arrangements that result in breakpoints in, or elimination
of, purchase charges or exit charges must include a brief summary of
shareholder eligibility requirements, including a description or list
of the types of accounts (e.g., retirement accounts, accounts held at
other financial intermediaries), account holders (e.g., immediate
family members, family trust accounts, solely controlled business
accounts), and fund holdings (e.g., funds held within the same fund
complex) that may be aggregated for purposes of determining eligibility
for purchase charge or exit charge breakpoints.
    2. The description pursuant to paragraph (a)(2) of this Item 12
need not contain any information required by Items 17(d) and 23(b).
    (3) Describe, if applicable, the methods used to value accounts in
order to determine whether a shareholder has met purchase charge or
exit charge breakpoints, including the circumstances in which and the
classes of individuals to whom each method applies. Methods that should
be described, if applicable, include historical cost, net amount
invested, and offering price.
    (4) Eligibility for Breakpoints
    (i) State, if applicable, that, in order to obtain a breakpoint
discount, it may be necessary at the time of purchase for a shareholder
to inform the Fund or his or her financial intermediary of the
existence of other accounts in which there are holdings eligible to be
aggregated to meet purchase charge or exit charge breakpoints. Describe
any information or records, such as account statements, that it may be
necessary for a shareholder to provide to the Fund or his or her
financial intermediary in order to verify his or her eligibility for a
breakpoint discount. This description must include, if applicable:
    (A) Information or records regarding shares of the Fund or other
funds held in all accounts (e.g., retirement accounts) of the
shareholder at the financial intermediary;
    (B) Information or records regarding shares of the Fund or other
funds held in any account of the shareholder at another financial
intermediary; and
    (C) Information or records regarding shares of the Fund or other
funds held at any financial intermediary by related parties of the
shareholder, such as members of the same family or household.
    (ii) If the Fund permits eligibility for breakpoints to be
determined based on historical cost, state that a shareholder should
retain any records necessary to substantiate historical costs because
the Fund, its transfer agent, and financial intermediaries may not
maintain this information.
    (5) State whether the Fund makes available free of charge, on or
through the Fund's website at a specified address, and in a clear and
prominent format, the information required by paragraphs (a)(1) through
(a)(4) and Item 23(a), including whether the website includes
hyperlinks that facilitate access to the information. If the Fund does
not make the information required by paragraphs (a)(1) through (a)(4)
and Item 23(a) available in this manner, disclose the reasons why it
does not do so (including, where applicable, that the Fund does not
have a website).
    Instruction. All information required by paragraph (a) of this Item
12 must be adjacent to the table required by paragraph (a)(1) of this
Item 12; must be presented in a clear, concise, and understandable
manner; and must include tables, schedules, and charts as expressly
required by paragraph (a)(1) of this Item 12 or where doing so would
facilitate understanding.
    (b) Selling Fees. If the Fund has adopted a plan under rule 12b-1,
state the amount of the distribution fee payable under the plan and
provide disclosure to the following effect:
    (1) The Fund has adopted a plan under rule 12b-1 that allows the
Fund to pay distribution fees for the sale and distribution of its
shares; and

    (2) Because these fees are paid out of the Fund's assets on an on-
going basis, over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales
charges.
    Instruction. If the Fund pays service fees under its rule 12b-1
plan, modify this disclosure to reflect the payment of these fees
(e.g., by indicating that the Fund pays distribution and other fees for
the sale of its shares and for services provided to shareholders). For
purposes of this paragraph, service fees have the same meaning given
that term under FINRA rule 2341.
    (c) Multiple Class and Master-Feeder Funds.
    (1) Describe the main features of the structure of the Multiple
Class Fund or Master-Feeder Fund.
    (2) If more than one Class of a Multiple Class Fund is offered in
the prospectus, provide the information required by paragraphs (a) and
(b) for each of those Classes.
    (3) If a Multiple Class Fund offers in the prospectus shares that
provide for mandatory or automatic conversions or exchanges from one
Class to another Class, provide the information required by paragraphs
(a) and (b) for both the shares offered and the Class into which the
shares may be converted or exchanged.
    (4) If a Feeder Fund has the ability to change the Master Fund in
which it invests, describe briefly the circumstances under which the
Feeder Fund can do so.
    Instruction. A Feeder Fund that does not have the authority to
change its Master Fund need not disclose the possibility and
consequences of its no longer investing in the Master Fund.

Item 13. Financial Highlights Information

    (a) Provide the following information for the Fund, or for the Fund
and its subsidiaries, audited for at least the latest 5 years and
consolidated as required in Regulation S-X [17 CFR 210].
Financial Highlights
    The financial highlights table is intended to help you understand
the Fund's financial performance for the past 5 years [or, if shorter,
the period of the Fund's operations]. Certain information reflects
financial results for a single Fund share. The total returns in the
table represent the rate that an investor would have earned [or lost]
on an investment in the Fund (assuming reinvestment of all dividends
and distributions). This information has been audited by _____, whose
report, along with the Fund's financial statements, are included in
[the SAI or annual Form N-CSR report], and are available on the Fund's
website and upon request.
Net Asset Value, Beginning of Period
Income From Investment Operations
Net Investment Income
Net Gains or Losses on Securities (both realized and unrealized)
Total From Investment Operations
Less Distributions
Dividends (from net investment income)
Distributions (from capital gains)
Returns of Capital
Total Distributions
Net Asset Value, End of Period
Per Share Market Value, End of Period [for ETFs only]
Total Return
-----------------------------------------------------------------------
Ratios/Supplemental Data
Net Assets, End of Period
Ratio of Expenses to Average Net Assets
Ratio of Net Income to Average Net Assets
Portfolio Turnover Rate
Instructions
1. General
    (a) Present the information in comparative columnar form for each
of the last 5 fiscal years of the Fund (or for such shorter period as
the Fund has been in operation), but only for periods subsequent to the
effective date of the Fund's registration statement. Also 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. When a period in the table is for less than a full fiscal
year, a Fund may annualize ratios in the table and disclose that the
ratios are annualized in a note to the table.
    (b) List per share amounts at least to the nearest cent. If the
offering price is expressed in tenths of a cent or more, then state the
amounts in the table in tenths of a cent. Present the information using
a consistent number of decimal places.
    (c) Include the narrative explanation before the financial
information. A Fund may modify the explanation if the explanation
contains comparable information to that shown.
2. Per Share Operating Performance
    (a) Derive net investment income data 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) per share 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 of computing net
investment income may be acceptable. Provide an explanation in a note
to the table of any other method used to compute net investment income.
    (b) The amount shown at the Net Gains or Losses on Securities
caption is the balancing figure derived from the other amounts 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.
    (c) For any distributions made from sources other than net
investment income and capital gains, state the per share amounts
separately at the Returns of Capital caption and note the nature of the
distributions.
3. Total Return
    (a) To calculate total return based on net asset value per share:
    (i) Assume an initial investment made at the net asset value
calculated on the last business day before the first day of each period
shown.
    (ii) Do not reflect purchase charges, exit charges, or account fees
in the initial investment, but, if purchase charges, exit charges, or
account fees are imposed, note that they are not reflected in total
return.
    (iii) Reflect any purchase charge assessed upon reinvestment of
dividends or distributions.
    (iv) Assume a redemption at the price calculated on the last
business day of each period shown.
    (v) For a period less than a full fiscal year, state the total
return for the period and disclose that total return is not annualized
in a note to the table.
    (b) For ETFs only, present as a separate caption total return based
on market value per share. To calculate total return based on per share
market value, 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. A Registrant also should
briefly explains in a note the differences between this calculation and
the calculation required by Instruction 3(a).
4. Ratios/Supplemental Data
    (a) Calculate ``average net assets'' based on the value of the net
assets

determined no less frequently than the end of each month.
    (b) Calculate 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 period, including increases resulting from complying
with paragraph 2(g) of rule 6-07 of Regulation S-X and reductions
resulting from complying with paragraphs 2(a) and (f) of rule 6-07
regarding fee waivers and reimbursements.
    (c) A Fund that is a Money Market Fund may omit the Portfolio
Turnover Rate.
    (d) Calculate the Portfolio Turnover Rate as follows:
    (i) Divide the lesser of amounts of purchases or sales of portfolio
securities for the fiscal year by the monthly average of the value of
the 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 11 months and dividing
the sum by 13.
    (ii) Exclude from both the numerator and the denominator amounts
relating to all securities, including options, whose maturities or
expiration dates at the time of acquisition were one year or less.
Include all long-term securities, including long-term U.S. Government
securities. Purchases include any cash paid upon the conversion of one
portfolio security into another and the cost of rights or warrants.
Sales include net proceeds of the sale of rights and warrants and net
proceeds of portfolio securities that have been called or for which
payment has been made through redemption or maturity.
    (iii) If the Fund acquired the assets of another investment company
or of a personal holding company in exchange for its own shares during
the fiscal year in a purchase-of-assets transaction, exclude the value
of securities acquired from purchases and securities sold from sales to
realign the Fund's portfolio. Adjust the denominator of the portfolio
turnover computation to reflect these excluded purchases and sales and
disclose them in a footnote.
    (iv) Include in purchases and sales any 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 the 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 the portfolio
securities sold during the period.
    (e) A Fund may incorporate by reference the Financial Highlights
Information from Form N-CSR into the prospectus in response to this
Item if the Fund transmits the annual report required by rule 30e-1(b)
with the prospectus or, if the report has been previously transmitted
(e.g., to a current shareholder), the Fund includes the statement
required by Item 1(b)(1).

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

Item 14. Cover Page and Table of Contents

    (a) Front Cover Page. Include the following information on the
outside front cover page of the SAI:
    (1) The Fund's name and the Class or Classes, if any, to which the
SAI relates. If the Fund is a Series, also provide the Registrant's
name.
    (2) The exchange ticker symbol of the Fund's securities or, if the
SAI relates to one or more Classes of the Fund's securities, adjacent
to each such class, the exchange ticker symbol of such Class of the
Fund's securities. If the Fund is an Exchange-Traded Fund, also
identify the principal U.S. market or markets on which the Fund shares
are traded.
    (3) A statement or statements:
    (i) That the SAI is not a prospectus;
    (ii) How the prospectus may be obtained; and
    (iii) Whether and from where information is incorporated by
reference into the SAI, as permitted by General Instruction D.
    Instruction. Any information incorporated by reference into the SAI
must be delivered with the SAI unless the information has been
previously delivered in a shareholder report (e.g., to a current
shareholder), and the Fund states that the shareholder report is
available, without charge, upon request. Provide a toll-free telephone
number to call to request the report.
    (4) The date of the SAI and of the prospectus to which the SAI
relates.
    (b) Table of Contents. Include under appropriate captions (and
subcaptions) a list of the contents of the SAI and, when useful,
provide cross-references to related disclosure in the prospectus.

Item 15. Fund History

    (a) Provide the date and form of organization of the Fund and the
name of the state or other jurisdiction in which the Fund is organized.
    (b) If the Fund has engaged in a business other than that of an
investment company during the past 5 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. Briefly describe the nature and results
of any change in the Fund's business or name that occurred in
connection with any bankruptcy, receivership, or similar proceeding, or
any other material reorganization, readjustment or succession.

Item 16. Description of the Fund and Its Investments and Risks

    (a) Classification. State that the Fund is an open-end, management
investment company and indicate, if applicable, that the Fund is
diversified.
    (b) Investment Strategies and Risks. Describe any investment
strategies, including a strategy to invest in a particular type of
security, used by an investment adviser of the Fund in managing the
Fund that are not principal strategies and the risks of those
strategies.
    (c) Fund Policies.
    (1) Describe the Fund's policy with respect to each of the
following:
    (i) Issuing senior securities;
    (ii) Borrowing money, including the purpose for which the proceeds
will be used;
    (iii) Underwriting securities of other issuers;
    (iv) Concentrating investments in a particular industry or group of
industries;
    (v) Purchasing or selling real estate or commodities;
    (vi) Making loans; and
    (vii) Any other policy that the Fund deems fundamental or that may
not be changed without shareholder approval, including, if applicable,
the Fund's investment objectives.
    Instruction. If the Fund reserves freedom of action with respect to
any practice specified in paragraph (c)(1), state the maximum
percentage of assets to be devoted to the practice and disclose the
risks of the practice.
    (2) State whether shareholder approval is necessary to change any
policy specified in paragraph (c)(1). If so, describe the vote required
to obtain this approval.
    (d) Temporary Defensive Position. Disclose, if applicable, the
types of investments that a Fund may make while assuming a temporary
defensive

position described in response to Item 9(b).
    (e) Portfolio Turnover. Explain any significant variation in the
Fund's portfolio turnover rates over the two most recently completed
fiscal years or any anticipated variation in the portfolio turnover
rate from that reported for the last fiscal year in response to Item
13.
Instruction
    This paragraph does not apply to a Money Market Fund.
    (f) Disclosure of Portfolio Holdings
    (1) Describe the Fund's policies and procedures with respect to the
disclosure of the Fund's portfolio securities to any person, including:
    (i) How the policies and procedures apply to disclosure to
different categories of persons, including individual investors,
institutional investors, intermediaries that distribute the Fund's
shares, third-party service providers, rating and ranking
organizations, and affiliated persons of the Fund;
    (ii) Any conditions or restrictions placed on the use of
information about portfolio securities that is disclosed, including any
requirement that the information be kept confidential or prohibitions
on trading based on the information, and any procedures to monitor the
use of this information;
    (iii) The frequency with which information about portfolio
securities is disclosed, and the length of the lag, if any, between the
date of the information and the date on which the information is
disclosed;
    (iv) Any policies and procedures with respect to the receipt of
compensation or other consideration by the Fund, its investment
adviser, or any other party in connection with the disclosure of
information about portfolio securities;
    (v) The individuals or categories of individuals who may authorize
disclosure of the Fund's portfolio securities (e.g., executive officers
of the Fund);
    (vi) The procedures that the Fund uses to ensure that disclosure of
information about portfolio securities is in the best interests of Fund
shareholders, including procedures to address conflicts between the
interests of Fund shareholders, on the one hand, and those of the
Fund's investment adviser; principal underwriter; or any affiliated
person of the Fund, its investment adviser, or its principal
underwriter, on the other; and
    (vii) The manner in which the board of directors exercises
oversight of disclosure of the Fund's portfolio securities.
    Instruction. Include any policies and procedures of the Fund's
investment adviser, or any other third party, that the Fund uses, or
that are used on the Fund's behalf, with respect to the disclosure of
the Fund's portfolio securities to any person.
    (2) Describe any ongoing arrangements to make available information
about the Fund's portfolio securities to any person, including the
identity of the persons who receive information pursuant to such
arrangements. Describe any compensation or other consideration received
by the Fund, its investment adviser, or any other party in connection
with each such arrangement, and provide the information described by
paragraphs (f)(1)(ii), (iii), and (v) of this Item with respect to such
arrangements.
Instructions
    1. The consideration required to be disclosed by Item 16(f)(2)
includes any agreement to maintain assets in the Fund or in other
investment companies or accounts managed by the investment adviser or
by any affiliated person of the investment adviser.
    2. The Fund is not required to describe an ongoing arrangement to
make available information about the Fund's portfolio securities
pursuant to this Item, if, not later than the time that the Fund makes
the portfolio securities information available to any person pursuant
to the arrangement, the Fund discloses the information in a publicly
available filing with the Commission that is required to include the
information.
    3. The Fund is not required to describe an ongoing arrangement to
make available information about the Fund's portfolio securities
pursuant to this Item if:
    (a) The Fund makes the portfolio securities information available
to any person pursuant to the arrangement no earlier than the day next
following the day on which the Fund makes the information available on
its website in the manner specified in its prospectus pursuant to
paragraph (b); and
    (b) the Fund has disclosed in its current prospectus that the
portfolio securities information will be available on its website,
including (1) the nature of the information that will be available,
including both the date as of which the information will be current
(e.g., month-end) and the scope of the information (e.g., complete
portfolio holdings, Fund's largest 20 holdings); (2) the date when the
information will first become available and the period for which the
information will remain available, which shall end no earlier than the
date on which the Fund files its Form N-CSR or Form N-PORT for the last
month of the Fund's first or third fiscal quarters with the Commission
for the period that includes the date as of which the website
information is current; and (3) the location on the Fund's website
where either the information or a prominent hyper link (or series of
prominent hyperlinks) to the information will be available.
    (g) Money Market Fund Material Events. If the Fund is a Money
Market Fund (except any Money Market Fund that is not subject to the
requirements of Sec. Sec.  270.2a-7(c)(2)(i) and/or (ii) of this
chapter pursuant to Sec.  270.2a-7(c)(2)(iii) of this chapter, and has
not chosen to rely on the ability to impose liquidity fees and suspend
redemptions consistent with the requirements of Sec. Sec.  270.2a-
7(c)(2)(i) and/or (ii)) disclose, as applicable, the following events:
    (1) Imposition of Liquidity Fees and Temporary Suspensions of Fund
Redemptions.
    (i) During the last 10 years, any occasion on which the Fund has
invested less than ten percent of its total assets in weekly liquid
assets (as provided in Sec.  270.2a-7(c)(2)(ii)), and with respect to
each such occasion, whether the Fund's board of directors determined to
impose a liquidity fee pursuant to Sec.  270.2a-7(c)(2)(ii) and/or
temporarily suspend the Fund's redemptions pursuant to Sec.  270.2a-
7(c)(2)(i).
    (ii) During the last 10 years, any occasion on which the Fund has
invested less than thirty percent, but more than ten percent, of its
total assets in weekly liquid assets (as provided in Sec.  270.2a-
7(c)(2)(i)) and the Fund's board of directors has determined to impose
a liquidity fee pursuant to Sec.  270.2a-7(c)(2)(i) and/or temporarily
suspend the Fund's redemptions pursuant to Sec.  270.2a-7(c)(2)(i).
Instructions
    1. With respect to each such occasion, disclose: The dates and
length of time for which the Fund invested less than ten percent (or
thirty percent, as applicable) of its total assets in weekly liquid
assets; the dates and length of time for which the Fund's board of
directors determined to impose a liquidity fee pursuant to Sec.
270.2a-7(c)(2)(i) or Sec.  270.2a-7(c)(2)(ii), and/or temporarily
suspend the Fund's redemptions pursuant to Sec.  270.2a-7(c)(2)(i); and
the size of any liquidity fee imposed pursuant to Sec.  270.2a-
7(c)(2)(i) or Sec.  270.2a-7(c)(2)(ii).
    2. The disclosure required by Item 16(g)(1) should incorporate, as

appropriate, any information that the Fund is required to report to the
Commission on Items E.1, E.2, E.3, E.4, F.1, F.2, and G.1 of Form N-CR
[17 CFR 274.222].
    3. The disclosure required by Item 16(g)(1) should conclude with
the following statement: ``The Fund was required to disclose additional
information about this event [or ``these events,'' as appropriate] on
Form N-CR and to file this form with the Securities and Exchange
Commission. Any Form N-CR filing submitted by the Fund is available on
the EDGAR Database on the Securities and Exchange Commission's website
at http://www.sec.gov.''
    (2) Financial Support Provided to Money Market Funds. During the
last 10 years, any occasion on which an affiliated person, promoter, or
principal underwriter of the Fund, or an affiliated person of such a
person, provided any form of financial support to the Fund, including a
description of the nature of support, person providing support, brief
description of the relationship between the person providing support
and the Fund, date support provided, amount of support, security
supported (if applicable), and the value of security supported on date
support was initiated (if applicable).
Instructions
    1. The term ``financial support'' includes any capital
contribution, purchase of a security from the Fund in reliance on Sec.
270.17a-9, purchase of any defaulted or devalued security at par,
execution of letter of credit or letter of indemnity, capital support
agreement (whether or not the Fund ultimately received support),
performance guarantee, or any other similar action reasonably intended
to increase or stabilize the value or liquidity of the Fund's
portfolio; excluding, however, any routine waiver of fees or
reimbursement of Fund expenses, routine inter-fund lending, routine
inter-fund purchases of Fund shares, or any action that would qualify
as financial support as defined above, that the board of directors has
otherwise determined not to be reasonably intended to increase or
stabilize the value or liquidity of the Fund's portfolio.
    2. If during the last 10 years, the Fund has participated in one or
more mergers with another investment company (a ``merging investment
company''), provide the information required by Item 16(g)(2) with
respect to any merging investment company as well as with respect to
the Fund; for purposes of this Instruction, the term ``merger'' means a
merger, consolidation, or purchase or sale of substantially all of the
assets between the Fund and a merging investment company. If the person
or entity that previously provided financial support to a merging
investment company is not currently an affiliated person, promoter, or
principal underwriter of the Fund, the Fund need not provide the
information required by Item 16(g)(2) with respect to that merging
investment company.
    3. The disclosure required by Item 16(g)(2) should incorporate, as
appropriate, any information that the Fund is required to report to the
Commission on Items C.1, C.2, C.3, C.4, C.5, C.6, and C.7 of Form N-CR
[17 CFR 274.222].
    4. The disclosure required by Item 16(g)(2) should conclude with
the following statement: ``The Fund was required to disclose additional
information about this event [or ``these events,'' as appropriate] on
Form N-CR and to file this form with the Securities and Exchange
Commission. Any Form N-CR filing submitted by the Fund is available on
the EDGAR Database on the Securities and Exchange Commission's website
at http://www.sec.gov.''

Item 17. Management of the Fund

Instructions
    1. For purposes of this Item 17, 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 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.
    (a) Management Information.
    (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,    Position(s) Held    Term of Office          Principal          Number of              Other
 and Age (or Year        with Fund      and Length of      Occupation(s)      Portfolios in      Directorships
       of Birth)                      Time Served (or      During Past 5              Fund CompHeld by Director
                                         Year Service              Years        Overseen by
                                               Began)                              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,
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 Securities Exchange Act [15
U.S.C. 78l] or subject to the requirements of section 15(d) of the
Securities Exchange Act [15 U.S.C. 78o(d)] 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 (a)(1) of this Item 17, except for any director who is not
an interested person of the Fund, 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.
    (b) Leadership Structure and Board of Directors.
    (1) Briefly describe the leadership structure of the Fund's board,
including the responsibilities of the board of directors with respect
to the Fund's management and whether the chairman of the board is an
interested person of the Fund. 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.
    (2) Identify the standing committees of the Fund's board of
directors, and provide the following information about each committee:
    (i) A concise statement of the functions of the committee;
    (ii) The members of the committee;
    (iii) The number of committee meetings held during the last fiscal
year; and
    (iv) 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.
    (3) Positions Held by Directors and Their Immediate Family Members
    (i) Unless disclosed in the table required by paragraph (a)(1) of
this Item 17, 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, or immediate family member of the
director, during the two most recently completed calendar years with:
    (A) The Fund;
    (B) 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)
[15 U.S.C. 80a-3(c)(1) and (c)(7)], having the same investment adviser
or principal underwriter as the Fund or having an investment adviser or
principal underwriter that directly or indirectly controls, is
controlled by, or is under common control with an investment adviser or
principal underwriter of the Fund;
    (C) An investment adviser, principal underwriter, or affiliated
person of the Fund; or
    (D) Any person directly or indirectly controlling, controlled by,
or under common control with an investment adviser or principal
underwriter of the Fund.
    (ii) Unless disclosed in the table required by paragraph (a)(1) of
this Item 17 or in response to paragraph (b)(3) of this Item 17,
indicate any directorships held during the past five years by each
director in any company with a class of securities registered pursuant
to section 12 of the Securities Exchange Act [15 U.S.C. 78l] or subject
to the requirements of section 15(d) of the Securities Exchange Act [15
U.S.C. 78o(d)] or any company registered as an investment company under
the Investment Company Act, and name the companies in which the
directorships were held.
    Instruction. When an individual holds the same position(s) with two
or more portfolios that are part of the same fund complex, identify the
fund complex and provide the number of portfolios for which the
position(s) are held rather than listing each portfolio separately.
    (4) For each director, state the dollar range of equity securities
beneficially owned by the director as required by the following table:
    (i) In the Fund; and
    (ii) On an aggregate basis, in any registered investment companies
overseen by the director within the same family of investment companies
as the Fund.

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

Instructions
    1. Information should be provided as of the end of the most
recently completed calendar year. Specify the valuation date by
footnote or otherwise.
    2. Determine ``beneficial ownership'' in accordance with rule 16a-
1(a)(2) under the Exchange Act [17 CFR 240.16a-1(a)(2)].
    3. If the SAI covers more than one Fund or Series, disclose in
column (2) the dollar range of equity securities beneficially owned by
a director in each Fund or Series overseen by the director.
    4. In disclosing the dollar range of equity securities beneficially
owned by a director in columns (2) and (3), use the following ranges:
None, $1-$10,000, $10,001-$50,000, $50,001-$100,000, or over $100,000.

    (5) For each director who is not an interested person of the Fund,
and his immediate family members, furnish the information required by
the following table as to each class of securities owned beneficially
or of record in:
    (i) An investment adviser or principal underwriter of the Fund; or
    (ii) A person (other than a registered investment company) directly
or indirectly controlling, controlled by, or under common control with
an investment adviser or principal underwriter of the Fund:

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

Instructions
    1. Information should be provided as of the end of the most
recently completed calendar year. Specify the valuation date by
footnote or otherwise.
    2. An individual is a ``beneficial owner'' of a security if he is a
``beneficial owner'' under either rule 13d-3 or rule 16a-1(a)(2) under
the Exchange Act [17 CFR 240.13d-3 or 240.16a-1(a)(2)].
    3. Identify the company in which the director or immediate family
member of the director owns securities in column (3). When the company
is a person directly or indirectly controlling, controlled by, or under
common control with an investment adviser or principal underwriter,
describe the company's relationship with the investment adviser or
principal underwriter.
    4. Provide the information required by columns (5) and (6) on an
aggregate basis for each director and his immediate family members.
    (6) Unless disclosed in response to paragraph (b)(5) of this Item
17, describe any direct or indirect interest, the value of which
exceeds $120,000, of each director who is not an interested person of
the Fund, or immediate family member of the director, during the two
most recently completed calendar years, in:
    (i) An investment adviser or principal underwriter of the Fund; or
    (ii) A person (other than a registered investment company) directly
or indirectly controlling, controlled by, or under common control with
an investment adviser or principal underwriter of the Fund.
Instructions
    1. A director or immediate family member has an interest in a
company if he is a party to a contract, arrangement, or understanding
with respect to any securities of, or interest in, the company.
    2. The interest of the director and the interests of his immediate
family members should be aggregated in determining whether the value
exceeds $120,000.
    (7) Describe briefly any material interest, direct or indirect, of
any director who is not an interested person of the Fund, or immediate
family member of the director, in any transaction, or series of similar
transactions, during the two most recently completed calendar years, in
which the amount involved exceeds $120,000 and to which any of the
following persons was a party:
    (i) The Fund;
    (ii) An officer of the Fund;
    (iii) 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) [15 U.S.C. 80a-3(c)(1) and (c)(7)], having the same
investment adviser or principal underwriter as the Fund or having an
investment adviser or principal underwriter that directly or indirectly
controls, is controlled by, or is under common control with an
investment adviser or principal underwriter of the Fund;
    (iv) An officer of an investment company, or a person that would be
an investment company but for the exclusions provided by sections
3(c)(1) and 3(c)(7) [15 U.S.C. 80a-3(c)(1) and (c)(7)], having the same
investment adviser or principal underwriter as the Fund or having an
investment adviser or principal underwriter that directly or indirectly
controls, is controlled by, or is under common control with an
investment adviser or principal underwriter of the Fund;
    (v) An investment adviser or principal underwriter of the Fund;
    (vi) An officer of an investment adviser or principal underwriter
of the Fund;
    (vii) A person directly or indirectly controlling, controlled by,
or under common control with an investment adviser or principal
underwriter of the Fund; or
    (viii) An officer of a person directly or indirectly controlling,
controlled by, or under common control with an investment adviser or
principal underwriter of the Fund.
Instructions
    1. Include the name of each director or immediate family member
whose interest in any transaction or series of similar transactions is
described and the nature of the circumstances by reason of which the
interest is required to be described.
    2. State the nature of the interest, the approximate dollar amount
involved in the transaction, and, where practicable, the approximate
dollar amount of the interest.
    3. In computing the amount involved in the transaction or series of
similar transactions, include all periodic payments in the case of any
lease or other agreement providing for periodic payments.
    4. Compute the amount of the interest of any director or immediate
family member of the director without regard to the amount of profit or
loss involved in the transaction(s).
    5. As to any transaction involving the purchase or sale of assets,
state the cost of the assets to the purchaser and, if acquired by the
seller within two years prior to the transaction, the cost to the
seller. Describe the method used in determining the purchase or sale
price and the name of the person making the determination.
    6. Disclose indirect, as well as direct, material interests in
transactions. A person who has a position or relationship with, or
interest in, a company that engages in a transaction with one of the
persons listed in paragraphs (b)(7)(i) through (b)(7)(viii) of this
Item 17 may have an indirect interest in the transaction by reason of
the position, relationship, or interest. The interest in the
transaction, however, will not be deemed ``material'' within the
meaning of paragraph (b)(7) of this Item 17 where the interest of the
director or immediate family member arises solely from the holding of
an equity interest (including a limited partnership interest, but
excluding a general partnership interest) or a creditor interest in a
company that is a party to the transaction with one of the persons
specified in paragraphs (b)(7)(i)

through (b)(7)(viii) of this Item 17, and the transaction is not
material to the company.
    7. The materiality of any interest is to be determined on the basis
of the significance of the information to investors in light of all the
circumstances of the particular case. The importance of the interest to
the person having the interest, the relationship of the parties to the
transaction with each other, and the amount involved in the transaction
are among the factors to be considered in determining the significance
of the information to investors.
    8. No information need be given as to any transaction where the
interest of the director or immediate family member arises solely from
the ownership of securities of a person specified in paragraphs
(b)(7)(i) through (b)(7)(viii) of this Item 17 and the director or
immediate family member receives no extra or special benefit not shared
on a pro rata basis by all holders of the Class of securities.
    9. Transactions include loans, lines of credit, and other
indebtedness. For indebtedness, indicate the largest aggregate amount
of indebtedness outstanding at any time during the period, the nature
of the indebtedness and the transaction in which it was incurred, the
amount outstanding as of the end of the most recently completed
calendar year, and the rate of interest paid or charged.
    10. No information need be given as to any routine, retail
transaction. For example, the Fund need not disclose that a director
has a credit card, bank or brokerage account, residential mortgage, or
insurance policy with a person specified in paragraphs (b)(7)(i)
through (b)(7)(viii) of this Item 17 unless the director is accorded
special treatment.
    (8) Describe briefly any direct or indirect relationship, in which
the amount involved exceeds $120,000, of any director who is not an
interested person of the Fund, or immediate family member of the
director, that existed at any time during the two most recently
completed calendar years with any of the persons specified in
paragraphs (b)(7)(i) through (b)(7)(viii) of this Item 17.
Relationships include:
    (i) Payments for property or services to or from any person
specified in paragraphs (b)(7)(i) through (b)(7)(viii) of this Item 17;
    (ii) Provision of legal services to any person specified in
paragraphs (b)(7)(i) through (b)(7)(viii) of this Item 17;
    (iii) Provision of investment banking services to any person
specified in paragraphs (b)(7)(i) through (b)(7)(viii) of this Item 17,
other than as a participating underwriter in a syndicate; and
    (iv) Any consulting or other relationship that is substantially
similar in nature and scope to the relationships listed in paragraphs
(b)(8)(i) through (b)(8)(iii) of this Item 17.
Instructions
    1. Include the name of each director or immediate family member
whose relationship is described and the nature of the circumstances by
reason of which the relationship is required to be described.
    2. State the nature of the relationship and the amount of business
conducted between the director or immediate family member and the
person specified in paragraphs (b)(7)(i) through (b)(7)(viii) of this
Item 17 as a result of the relationship during the two most recently
completed calendar years.
    3. In computing the amount involved in a relationship, include all
periodic payments in the case of any agreement providing for periodic
payments.
    4. Disclose indirect, as well as direct, relationships. A person
who has a position or relationship with, or interest in, a company that
has a relationship with one of the persons listed in paragraphs
(b)(7)(i) through (b)(7)(viii) of this Item 17 may have an indirect
relationship by reason of the position, relationship, or interest.
    5. In determining whether the amount involved in a relationship
exceeds $120,000, amounts involved in a relationship of the director
should be aggregated with those of his immediate family members.
    6. In the case of an indirect interest, identify the company with
which a person specified in paragraphs (b)(7)(i) through (b)(7)(viii)
of this Item 17 has a relationship; the name of the director or
immediate family member affiliated with the company and the nature of
the affiliation; and the amount of business conducted between the
company and the person specified in paragraphs (b)(7)(i) through
(b)(7)(viii) of this Item 17 during the two most recently completed
calendar years.
    7. In calculating payments for property and services for purposes
of paragraph (b)(8)(i) of this Item 17, the following may be excluded:
    A. Payments where the transaction involves the rendering of
services as a common contract carrier, or public utility, at rates or
charges fixed in conformity with law or governmental authority; or
    B. Payments that arise solely from the ownership of securities of a
person specified in paragraphs (b)(7)(i) through (b)(7)(viii) of this
Item 17 and no extra or special benefit not shared on a pro rata basis
by all holders of the class of securities is received.
    8. No information need be given as to any routine, retail
relationship. For example, the Fund need not disclose that a director
has a credit card, bank or brokerage account, residential mortgage, or
insurance policy with a person specified in paragraphs (b)(7)(i)
through (b)(7)(viii) of this Item 17 unless the director is accorded
special treatment.
    (9) If an officer of an investment adviser or principal underwriter
of the Fund, or an officer of a person directly or indirectly
controlling, controlled by, or under common control with an investment
adviser or principal underwriter of the Fund, served during the two
most recently completed calendar years, on the board of directors of a
company where a director of the Fund who is not an interested person of
the Fund, or immediate family member of the director, was during the
two most recently completed calendar years, an officer, identify:
    (i) The company;
    (ii) The individual who serves or has served as a director of the
company and the period of service as director;
    (iii) The investment adviser or principal underwriter or person
controlling, controlled by, or under common control with the investment
adviser or principal underwriter where the individual named in
paragraph (b)(9)(ii) of this Item 17 holds or held office and the
office held; and
    (iv) The director of the Fund or immediate family member who is or
was an officer of the company; the office held; and the period of
holding the office.
    (10) For each director, briefly discuss the specific experience,
qualifications, attributes, or skills that led to the conclusion that
the person should serve as a director for the Fund at the time that the
disclosure is made, in light of the Fund's business and structure. If
material, this disclosure should cover more than the past five years,
including information about the person's particular areas of expertise
or other relevant qualifications.
    (c) Compensation. For all directors of the Fund and for all members
of any advisory board who receive compensation from the Fund, and for
each of the three highest paid officers or any affiliated person of the
Fund who received aggregate compensation from the Fund for the most
recently completed fiscal year exceeding $60,000 (``Compensated
Persons''):
    (1) Provide the information required by the following table:

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

Instructions
    1. For column (1), indicate, as necessary, the capacity in which
the remuneration is received. For Compensated Persons who are directors
of the Fund, compensation is amounts received for service as a
director.
    2. If the Registrant has not completed its first full year since
its organization, furnish the information for the current fiscal year,
estimating future payments that would be made pursuant to an existing
agreement or understanding. Disclose in a footnote to the Compensation
Table the period for which the information is furnished.
    3. Include in column (2) amounts deferred at the election of the
Compensated Person, whether pursuant to a plan established under
Section 401(k) of the Internal Revenue Code [26 U.S.C. 401(k)] or
otherwise for the fiscal year in which earned. Disclose in a footnote
to the Compensation Table the total amount of deferred compensation
(including interest) payable to or accrued for any Compensated Person.
    4. Include in columns (3) and (4) all pension or retirement
benefits proposed to be paid under any existing plan in the event of
retirement at normal retirement date, directly or indirectly, by the
Registrant, any of its subsidiaries, or other companies in the Fund
Complex. Omit column (4) where retirement benefits are not
determinable.
    5. For any defined benefit or actuarial plan under which benefits
are determined primarily by final compensation (or average final
compensation) and years of service, provide the information required in
column (4) in a separate table showing estimated annual benefits
payable upon retirement (including amounts attributable to any defined
benefit supplementary or excess pension award plans) in specified
compensation and years of service classifications. Also provide the
estimated credited years of service for each Compensated Person.
    6. Include in column (5) only aggregate compensation paid to a
director for service on the board and all other boards of investment
companies in a Fund Complex specifying the number of such other
investment companies.
    (2) Describe briefly the material provisions of any pension,
retirement, or other plan or any arrangement, other than fee
arrangements disclosed in paragraph (c)(1), under which the Compensated
Persons are or may be compensated for services provided, including
amounts paid, if any, to the compensated Person under these
arrangements during the most recently completed fiscal year.
Specifically include the criteria used to determine amounts payable
under the plan, the length of service or vesting period required by the
plan, the retirement age or other event that gives rise to payment
under the plan, and whether the payment of benefits is secured or
funded by the Fund.
    (d) Sales Loads. Disclose any arrangements that result in
breakpoints in, or elimination of, purchase charges or exit charges for
directors and other affiliated persons of the Fund. Identify each class
of individuals and transactions to which the arrangements apply and
state each different breakpoint as a percentage of both the offering
price and the net amount invested of the Fund's shares. Explain, as
applicable, the reasons for the difference in the price at which
securities are offered generally to the public, and the prices at which
securities are offered to directors and other affiliated persons of the
Fund.
    (e) Codes of Ethics. Provide a brief statement disclosing whether
the Fund and its investment adviser and principal underwriter have
adopted codes of ethics under rule 17j-1 of the Investment Company Act
[17 CFR 270.17j-1] and whether these codes of ethics permit personnel
subject to the codes to invest in securities, including securities that
may be purchased or held by the Fund.
    Instruction: A Fund that is not required to adopt a code of ethics
under rule 17j-1 of the Investment Company Act is not required to
respond to this item
    (f) Proxy Voting Policies. Unless the Fund invests exclusively in
non-voting securities, describe the policies and procedures that the
Fund uses to determine how to vote proxies relating to portfolio
securities, including the procedures that the Fund uses when a vote
presents a conflict between the interests of Fund shareholders, on the
one hand, and those of the Fund's investment adviser; principal
underwriter; or any affiliated person of the Fund, its investment
adviser, or its principal underwriter, on the other. Include any
policies and procedures of the Fund's investment adviser, or any other
third party, that the Fund uses, or that are used on the Fund's behalf,
to determine how to vote proxies relating to portfolio securities.
Also, state that information regarding how the Fund voted proxies
relating to portfolio securities during the most recent 12-month period
ended June 30 is available (1) without charge, upon request, by calling
a specified toll-free telephone number; or on or through the Fund's
website at a specified address; or both; and (2) on the Commission's
website at http://www.sec.gov.
Instructions
    1. A Fund may satisfy the requirement to provide a description of
the policies and procedures that it uses to determine how to vote
proxies relating to portfolio securities by including a copy of the
policies and procedures themselves.
    2. If a Fund discloses that the Fund's proxy voting record is
available by calling a toll-free telephone number, and the Fund (or
financial intermediary through which shares of the Fund may be
purchased or sold) receives a request for this information, the Fund
(or financial intermediary) must send the information disclosed in the
Fund's most recently filed report on Form N-PX, within three business
days of receipt of the request, by first-class mail or other means
designed to ensure equally prompt delivery.
    3. If a Fund discloses that the Fund's proxy voting record is
available on or through its website, the Fund must make available free
of charge the information disclosed in the Fund's most recently filed
report on Form N-PX on or through its website as soon as reasonably
practicable after filing the report with the Commission. The
information disclosed in the Fund's most recently filed report on Form
N-PX must remain available on or through the Fund's website for as long
as the Fund remains subject to the requirements of Rule 30b1-4 [17 CFR
270.30b1-4] and discloses that the Fund's proxy voting record is
available on or through its website.

Item 18. Control Persons and Principal Holders of Securities

    Provide the following information as of a specified date no more
than 30 days prior to the date of filing the registration statement or
an amendment.
    (a) Control Persons. State the name and address of each person who
controls the Fund and explain the effect of that control on the voting
rights of other security holders. For each control person, state the
percentage of the Fund's voting securities owned or any other basis of
control. If the control person is a company, give the jurisdiction
under the laws of which it is organized. List all parents of the
control person.
    Instruction. For purposes of this paragraph, ``control'' means (i)
the beneficial ownership, either directly or through one or more
controlled companies, of more than 25% of the voting securities of a
company; (ii) the acknowledgment or assertion by either the controlled
or controlling party of the existence of control; or (iii) an
adjudication under section 2(a)(9), which has become final, that
control exists.
    (b) Principal Holders. State the name, address, and percentage of
ownership of each person who owns of record or is known by the Fund to
own beneficially 5% or more of any Class of the Fund's outstanding
equity securities.
Instructions
    1. Calculate the percentages based on the amount of securities
outstanding.
    2. If securities are being registered under or in connection with a
plan of acquisition, reorganization, readjustment or succession,
indicate, as far as practicable, the ownership that would result from
consummation of the plan based on present holdings and commitments.
    3. Indicate whether the securities are owned of record,
beneficially, or both. Show the respective percentage owned in each
manner.
    (c) Management Ownership. State the percentage of the Fund's equity
securities owned by all officers, directors, and members of any
advisory board of the Fund as a group. If the amount owned by directors
and officers as a group is less than 1% of the Class, provide a
statement to that effect.

Item 19. Investment Advisory and Other Services

    (a) Investment Advisers. Disclose the following information with
respect to each investment adviser:
    (1) The name of any person who controls the adviser, the basis of
the person's control, and the general nature of the person's business.
Also disclose, if material, the business history of any organization
that controls the adviser.
    (2) The name of any affiliated person of the Fund who also is an
affiliated person of the adviser, and a list of all capacities in which
the person is affiliated with the Fund and with the adviser.
    Instruction. If an affiliated person of the Fund alone or together
with others controls the adviser, state that fact. It is not necessary
to provide the amount or percentage of the outstanding voting
securities owned by the controlling person.
    (3) The method of calculating the advisory fee payable by the Fund
including:
    (i) The total dollar amounts that the Fund paid to the adviser
(aggregated with amounts paid to affiliated advisers, if any), and any
advisers who are not affiliated persons of the adviser, under the
investment advisory contract for the last three fiscal years;
    (ii) If applicable, any credits that reduced the advisory fee for
any of the last three fiscal years; and
    (iii) Any expense limitation provision.
Instructions
    1. If the advisory fee payable by the Fund varies depending on the
Fund's investment performance in relation to a standard, describe the
standard along with a fee schedule in tabular form. The Fund may
include examples showing the fees that the adviser would earn at
various levels of performance as long as the examples include
calculations showing the maximum and minimum fee percentages that could
be earned under the contract.
    2. State separately each type of credit or offset.
    3. When a Fund is subject to more than one expense limitation
provision, describe only the most restrictive provision.
    4. For a Registrant with more than one Series, or a Multiple Class
Fund, describe the methods of allocation and payment of advisory fees
for each Series or Class.
    (b) Principal Underwriter. State the name and principal business
address of any principal underwriter for the Fund. Disclose, if
applicable, that an affiliated person of the Fund is an affiliated
person of the principal underwriter and identify the affiliated person.
    (c) Services Provided by Each Investment Adviser and Fund Expenses
Paid by Third Parties.
    (1) Describe all services performed for or on behalf of the Fund
supplied or paid for wholly or in substantial part by each investment
adviser.
    (2) Describe all fees, expenses, and costs of the Fund that are to
be paid by persons other than an investment adviser or the Fund, and
identify those persons.
    (d) Service Agreements. Summarize the substantive provisions of any
other management-related service contract that may be of interest to a
purchaser of the Fund's shares, under which services are provided to
the Fund, indicating the parties to the contract, and the total dollars
paid and by whom for the past three years.
Instructions
    1. The term ``management-related service contract'' includes any
contract with the Fund to keep, prepare, or file accounts, books,
records, or other documents required under federal or state law, or to
provide any similar services with respect to the daily administration
of the Fund, but does not include the following:
    (a) Any contract with the Fund to provide investment advice;
    (b) Any agreement with the Fund to perform as custodian, transfer
agent, or dividend-paying agent for the Fund; and
    (c) Any contract with the Fund for outside legal or auditing
services, or contract for personal employment entered into with the
Fund in the ordinary course of business.
    2. No information need be given in response to this paragraph with
respect to the service of mailing proxies or periodic reports to the
Fund's shareholders.
    3. In summarizing the substantive provisions of any management-
related service contract, include the following:
    (a) The name of the person providing the service;
    (b) The direct or indirect relationships, if any, of the person
with the Fund, an investment adviser of the Fund or the Fund's
principal underwriter; and
    (c) The nature of the services provided, and the basis of the
compensation paid for the services for the last three fiscal years.
    (e) Other Investment Advice. If any person (other than a director,
officer, member of an advisory board, employee, or investment adviser
of the Fund), through any understanding, whether formal or informal,
regularly advises the Fund or the Fund's investment adviser with
respect to the Fund's investing in, purchasing, or selling securities
or other property, or has the authority to determine what securities or
other property should be purchased or sold by the Fund, and receives
direct or indirect

remuneration, provide the following information:
    (1) The person's name;
    (2) A description of the nature of the arrangement, and the advice
or information provided; and
    (3) Any remuneration (including, for example, participation,
directly or indirectly, in commissions or other compensation paid in
connection with transactions in the Fund's portfolio securities) paid
for the advice or information, and a statement as to how the
remuneration was paid and by whom it was paid for the last three fiscal
years.
    Instruction. Do not include information for the following:
    1. Persons who advised the investment adviser or the Fund solely
through uniform publications distributed to subscribers;
    2. Persons who provided the investment adviser or the Fund with
only statistical and other factual information, advice about economic
factors and trends, or advice as to occasional transactions in specific
securities, but without generally advising about the purchase or sale
of securities by the Fund;
    3. A company that is excluded from the definition of ``investment
adviser'' of an investment company under section 2(a)(20)(iii) [15
U.S.C. 80a-2(a)(20)(iii)];
    4. Any person the character and amount of whose compensation for
these services must be approved by a court; or
    5. Other persons as the Commission has by rule or order determined
not to be an ``investment adviser'' of an investment company.
    (f) Dealer Reallowances. Disclose any purchase charge reallowed to
dealers as a percentage of the offering price of the Fund's shares.
    (g) Rule 12b-1 Plans. If the Fund has adopted a plan under rule
12b-1, describe the material aspects of the plan, and any agreements
relating to the implementation of the plan, including:
    (1) A list of the principal types of activities for which payments
are or will be made, including the dollar amount and the manner in
which amounts paid by the Fund under the plan during the last fiscal
year were spent on:
    (i) Advertising;
    (ii) Printing and mailing of prospectuses to other than current
shareholders;
    (iii) Compensation to underwriters;
    (iv) Compensation to broker-dealers;
    (v) Compensation to sales personnel;
    (vi) Interest, carrying, or other financing charges; and
    (vii) Other (specify).
    (2) The relationship between amounts paid to the distributor and
the expenses that it incurs (e.g., whether the plan reimburses the
distributor only for expenses incurred or compensates the distributor
regardless of its expenses).
    (3) The amount of any unreimbursed expenses incurred under the plan
in a previous year and carried over to future years, in dollars and as
a percentage of the Fund's net assets on the last day of the previous
year.
    (4) Whether the Fund participates in any joint distribution
activities with another Series or investment company. If so, disclose,
if applicable, that fees paid under the Fund's rule 12b-1 plan may be
used to finance the distribution of the shares of another Series or
investment company, and state the method of allocating distribution
costs (e.g., relative net asset size, number of shareholder accounts).
    (5) Whether any of the following persons had a direct or indirect
financial interest in the operation of the plan or related agreements:
    (i) Any interested person of the Fund; or
    (ii) Any director of the Fund who is not an interested person of
the Fund.
    (6) The anticipated benefits to the Fund that may result from the
plan.
    (h) Other Service Providers.
    (1) Unless disclosed in response to paragraph (d), identify any
person who provides significant administrative or business affairs
management services for the Fund (e.g., an ``administrator''), describe
the services provided, and the compensation paid for the services.
    (2) State the name and principal business address of the Fund's
transfer agent and the dividend-paying agent.
    (3) State the name and principal business address of the Fund's
custodian and independent public accountant and describe generally the
services performed by each. If the Fund's portfolio securities are held
by a person other than a commercial bank, trust company, or depository
registered with the Commission as custodian, state the nature of the
business of that person or persons.
    (4) If an affiliated person of the Fund, or an affiliated person of
the affiliated person, acts as custodian, transfer agent, or dividend-
paying agent for the Fund, describe the services that the person
performs and the basis for remuneration.
    (i) Securities Lending.
    (1) Provide the following dollar amounts of income and fees/
compensation related to the securities lending activities of each
Series during its most recent fiscal year:
    (i) Gross income from securities lending activities, including
income from cash collateral reinvestment;
    (ii) All fees and/or compensation for each of the following
securities lending activities and related services: Any share of
revenue generated by the securities lending program paid to the
securities lending agent(s) (``revenue split''); fees paid for cash
collateral management services (including fees deducted from a pooled
cash collateral reinvestment vehicle) that are not included in the
revenue split; administrative fees that are not included in the revenue
split; fees for indemnification that are not included in the revenue
split; rebates paid to borrowers; and any other fees relating to the
securities lending program that are not included in the revenue split,
including a description of those other fees;
    (iii) The aggregate fees/compensation disclosed pursuant to
paragraph (ii); and
    (iv) Net income from securities lending activities (i.e., the
dollar amount in paragraph (i) minus the dollar amount in paragraph
(iii)).
    Instruction. If a fee for a service is included in the revenue
split, state that the fee is ``included in the revenue split.''
    (2) Describe the services provided to the Series by the securities
lending agent in the Series' most recent fiscal year.

Item 20. Portfolio Managers

    (a) Other Accounts Managed. If a Portfolio Manager required to be
identified in response to Item 5(b) is primarily responsible for the
day-to-day management of the portfolio of any other account, provide
the following information:
    (1) The Portfolio Manager's name;
    (2) The number of other accounts managed within each of the
following categories and the total assets in the accounts managed
within each category:
    (A) Registered investment companies;
    (B) Other pooled investment vehicles; and
    (C) Other accounts.
    (3) For each of the categories in paragraph (a)(2) of this Item,
the number of accounts and the total assets in the accounts with
respect to which the advisory fee is based on the performance of the
account; and
    (4) A description of any material conflicts of interest that may
arise in connection with the Portfolio Manager's management of the
Fund's investments, on the one hand, and the investments of the other
accounts included in response to paragraph (a)(2) of this Item, on the
other. This description would include,

for example, material conflicts between the investment strategy of the
Fund and the investment strategy of other accounts managed by the
Portfolio Manager and material conflicts in allocation of investment
opportunities between the Fund and other accounts managed by the
Portfolio Manager.
Instructions
    1. Provide the information required by this paragraph as of the end
of the Fund's most recently completed fiscal year, except that, in the
case of an initial registration statement or an update to the Fund's
registration statement that discloses a new Portfolio Manager,
information with respect to any newly identified Portfolio Manager must
be provided as of the most recent practicable date. Disclose the date
as of which the information is provided.
    2. If a committee, team, or other group of persons that includes
the Portfolio Manager is jointly and primarily responsible for the day-
to-day management of the portfolio of an account, include the account
in responding to paragraph (a) of this Item.
    (b) Compensation. Describe the structure of, and the method used to
determine, the compensation of each Portfolio Manager required to be
identified in response to Item 5(b). For each type of compensation
(e.g., salary, bonus, deferred compensation, retirement plans and
arrangements), describe with specificity the criteria on which that
type of compensation is based, for example, whether compensation is
fixed, whether (and, if so, how) compensation is based on Fund pre- or
after-tax performance over a certain time period, and whether (and, if
so, how) compensation is based on the value of assets held in the
Fund's portfolio. For example, if compensation is based solely or in
part on performance, identify any benchmark used to measure performance
and state the length of the period over which performance is measured.
Instructions
    1. Provide the information required by this paragraph as of the end
of the Fund's most recently completed fiscal year, except that, in the
case of an initial registration statement or an update to the Fund's
registration statement that discloses a new Portfolio Manager,
information with respect to any newly identified Portfolio Manager must
be provided as of the most recent practicable date. Disclose the date
as of which the information is provided.
    2. Compensation includes, without limitation, salary, bonus,
deferred compensation, and pension and retirement plans and
arrangements, whether the compensation is cash or non-cash. Group life,
health, hospitalization, medical reimbursement, relocation, and pension
and retirement plans and arrangements may be omitted, provided that
they do not discriminate in scope, terms, or operation in favor of the
Portfolio Manager or a group of employees that includes the Portfolio
Manager and are available generally to all salaried employees. The
value of compensation is not required to be disclosed under this Item.
    3. Include a description of the structure of, and the method used
to determine, any compensation received by the Portfolio Manager from
the Fund, the Fund's investment adviser, or any other source with
respect to management of the Fund and any other accounts included in
the response to paragraph (a)(2) of this Item. This description must
clearly disclose any differences between the method used to determine
the Portfolio Manager's compensation with respect to the Fund and other
accounts, e.g., if the Portfolio Manager receives part of an advisory
fee that is based on performance with respect to some accounts but not
the Fund, this must be disclosed.
    (c) Ownership of Securities. For each Portfolio Manager required to
be identified in response to Item 5(b), state the dollar range of
equity securities in the Fund beneficially owned by the Portfolio
Manager using the following ranges: None, $1-$10,000, $10,001-$50,000,
$50,001-$ 100,000, $100,001-$500,000, $500,001-$1,000,000, or over
$1,000,000.
Instructions
    1. Provide the information required by this paragraph as of the end
of the Fund's most recently completed fiscal year, except that, in the
case of an initial registration statement or an update to the Fund's
registration statement that discloses a new Portfolio Manager,
information with respect to any newly identified Portfolio Manager must
be provided as of the most recent practicable date. Specify the
valuation date.
    2. Determine ``beneficial ownership'' in accordance with rule 16a-
1(a)(2) under the Exchange Act [17 CFR 240.16a-1(a)(2)].

Item 21. Brokerage Allocation and Other Practices

    (a) Brokerage Transactions. Describe how transactions in portfolio
securities are affected, including a general statement about brokerage
commissions, markups, and markdowns on principal transactions and the
aggregate amount of any brokerage commissions paid by the Fund during
its three most recent fiscal years. If, during either of the two years
preceding the Fund's most recent fiscal year, the aggregate dollar
amount of brokerage commissions paid by the Fund differed materially
from the amount paid during the most recent fiscal year, state the
reason(s) for the difference(s).
    (b) Commissions.
    (1) Identify, disclose the relationship, and state the aggregate
dollar amount of brokerage commissions paid by the Fund during its
three most recent fiscal years to any broker:
    (i) That is an affiliated person of the Fund or an affiliated
person of that person; or
    (ii) An affiliated person of which is an affiliated person of the
Fund, its investment adviser, or principal underwriter.
    (2) For each broker identified in response to paragraph (b)(1),
state:
    (i) The percentage of the Fund's aggregate brokerage commissions
paid to the broker during the most recent fiscal year; and
    (ii) The percentage of the Fund's aggregate dollar amount of
transactions involving the payment of commissions effected through the
broker during the most recent fiscal year.
    (3) State the reasons for any material difference in the percentage
of brokerage commissions paid to, and the percentage of transactions
effected through, a broker disclosed in response to paragraph (b)(1).
    (c) Brokerage Selection. Describe how the Fund will select brokers
to effect securities transactions for the Fund and how the Fund will
evaluate the overall reasonableness of brokerage commissions paid,
including the factors that the Fund will consider in making these
determinations.
Instructions
    1. If the Fund will consider the receipt of products or services
other than brokerage or research services in selecting brokers, specify
those products and services.
    2. If the Fund will consider the receipt of research services in
selecting brokers, identify the nature of those research services.
    3. State whether persons acting on the Fund's behalf are authorized
to pay a broker a higher brokerage commission than another broker might
have charged for the same transaction in recognition of the value of
(a) brokerage or (b) research services provided by the broker.
    4. If applicable, explain that research services provided by
brokers through

which the Fund effects securities transactions may be used by the
Fund's investment adviser in servicing all of its accounts and that not
all of these services may be used by the adviser in connection with the
Fund. If other policies or practices are applicable to the Fund with
respect to the allocation of research services provided by brokers,
explain those policies and practices.
    (d) Directed Brokerage. If, during the last fiscal year, the Fund
or its investment adviser, through an agreement or understanding with a
broker, or otherwise through an internal allocation procedure, directed
the Fund's brokerage transactions to a broker because of research
services provided, state the amount of the transactions and related
commissions.
    (e) Regular Broker-Dealers. If the Fund has acquired during its
most recent fiscal year or during the period of time since
organization, whichever is shorter, securities of its regular brokers
or dealers as defined in rule 10b-1 [17 CFR 270.10b-1] or of their
parents, identify those brokers or dealers and state the value of the
Fund's aggregate holdings of the securities of each issuer as of the
close of the Fund's most recent fiscal year.
    Instruction. The Fund need only disclose information about an
issuer that derived more than 15% of its gross revenues from the
business of a broker, a dealer, an underwriter, or an investment
adviser during its most recent fiscal year.

Item 22. Capital Stock and Other Securities

    (a) Capital Stock. For each Class of capital stock of the Fund,
provide:
    (1) The title of each Class; and
    (2) A full discussion of the following provisions or
characteristics of each Class, if applicable:
    (i) Restrictions on the right freely to retain or dispose of the
Fund's shares;
    (ii) Material obligations or potential liabilities associated with
owning the Fund's shares (not including investment risks);
    (iii) Dividend rights;
    (iv) Voting rights (including whether the rights of shareholders
can be modified by other than a majority vote);
    (v) Liquidation rights;
    (vi) Preemptive rights;
    (vii) Conversion rights;
    (viii) Redemption provisions;
    (ix) Sinking fund provisions; and
    (x) Liability to further calls or to assessment by the Fund.
Instructions
    1. If any Class described in response to this paragraph possesses
cumulative voting rights, disclose the existence of those rights and
explain the operation of cumulative voting.
    2. If the rights evidenced by any Class described in response to
this paragraph are materially limited or qualified by the rights of any
other Class, explain those limitations or qualifications.
    (b) Other Securities. Describe the rights of any authorized
securities of the Fund other than capital stock. 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 exercisable.

Item 23. Purchase, Redemption, and Pricing of Shares

    (a) Purchase of Shares. To the extent that the prospectus does not
do so, describe how the Fund's shares are offered to the public.
Include any special purchase plans or methods not described in the
prospectus or elsewhere in the SAI, including letters of intent,
accumulation plans, dividend reinvestment plans, withdrawal plans,
exchange privileges, employee benefit plans, redemption reinvestment
plans, and waivers for particular classes of shareholders.
    (b) Fund Reorganizations. Disclose any arrangements that result in
breakpoints in, or elimination of, purchase charges or exit charges in
connection with the terms of a merger, acquisition, or exchange offer
made under a plan of reorganization. Identify each class of individuals
to which the arrangements apply and state each different purchase
charge or exit charge available as a percentage of both the offering
price and the net amount invested.
    (c) Offering Price. Describe the method followed or to be followed
by the Fund in determining the total offering price at which its shares
may be offered to the public and the method(s) used to value the Fund's
assets.
Instructions
    1. Describe the valuation procedure(s) that the Fund uses in
determining the net asset value and public offering price of its
shares.
    2. Explain how the excess of the offering price over the net amount
invested is distributed among the Fund's principal underwriters or
others and the basis for determining the total offering price.