balanced fund, business development company, etc.) or a brief statement
of the Registrant's investment objective(s);
    c. the title and amount of securities offered and a brief
description of such securities (unless not necessary to indicate the
material terms of the securities, as in the case of an issue of common
stock with full voting rights and the dividend and liquidation rights
usually associated with common stock);
    d. a statement that (A) the prospectus sets forth concisely the
information about the Registrant that a prospective investor ought to
know before investing; (B) the prospectus should be retained for future
reference; and (C) additional information about the Registrant has been
filed with the Commission and is available upon written or oral request
and without charge (this statement should explain how to obtain the
SAI, and whether any of it has been incorporated by reference into the
prospectus). This statement should also explain how to obtain the
Registrant's annual and semi-annual reports to shareholders. Provide a
toll-free (or collect) telephone number for investors to call, and
email address, if any, to request the Registrant's SAI; annual report;
semi-annual report; or other information about the Registrant; and to
make shareholder inquiries. Also state whether the Registrant makes
available its SAI and annual and semi-annual reports, free of charge,
on or through the Registrant's website at a specified internet address.
If the Registrant does not make its SAI and shareholder reports
available in this manner, disclose the reasons why it does not do so
(including, where applicable, that the Registrant does not have an
internet website). Also include the information that the Commission
maintains a website (http://www.sec.gov) that contains the SAI,
material incorporated by reference, and other information regarding
Registrants;
    e. the date of the prospectus and the date of the Statement of
Additional Information;
    f. if any of the securities being registered are to be offered for
the account of shareholders, a statement to that effect;
    g. information in substantially the tabular form indicated as to
all securities being registered that are to be offered for cash
(estimate, if necessary):

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

    Instructions.
    1. If it is impracticable to state the price to the public, briefly
explain how the price will be determined (e.g., by reference to net
asset value). If the securities will be offered at the market, indicate
the market involved and the market price as of the latest practicable
date.
    2. The term ``sales load'' is defined in Section 2(a)(35) of the
Investment Company Act. Subject to Instruction 3, only include the
portion of the sales load that consists of underwriting discounts and
commissions, and include any commissions paid by selling shareholders
(the term ``commissions'' is defined in paragraph 17 of Schedule A of
the Securities Act [15 U.S.C. 77aa(17)]). Commissions paid by other
persons and other consideration to underwriters shall be noted in the
second column and briefly described in a footnote.
    3. Include in the table as sales load amounts borrowed to pay
underwriting discounts and commissions or any other offering costs that
are required to be repaid in less than one year. Exclude from the
table, but include in a note thereto, the amount of funds borrowed to
pay such costs that are required to be repaid in more than one year,
and provide a cross-reference to the prospectus discussion of the
borrowed amounts and the effect of repayment on fund assets available
for investment.
    4. Where an underwriter has received an over-allotment option,
present maximum-minimum information in the price table or in a note
thereto, based on the purchase of all or none of the shares subject to
the option. The terms of the option may be described briefly in
response to Item 5 rather than on the prospectus cover page.
    5. If the securities are to be offered on a best efforts basis, set
forth the termination date of the offering, any minimum required
purchase, and any arrangements to place the funds received in an
escrow, trust, or similar arrangement. If no arrangements have been
made, so state. Set forth the following table in lieu of the ``Total''
information called for by the required table.

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

    6. Set forth in a note to the proceeds column the total of other
expenses of issuance and distribution called for by Item 27, stated
separately for the Registrant and for the selling shareholders, if any.
    h. the statements required by paragraphs (1) and (2) of Rule 481(b)
under the Securities Act;
    i. if the Registrant's securities have no history of public
trading, a prominent statement to that effect and a statement
describing the tendency of closed-end fund shares to trade frequently
at a discount from net asset value and the risk of loss this creates
for investors purchasing shares in the initial public offering;
    Instruction. A Registrant may omit the discount statement if it
believes that, as a result of its investment or other policies, its
capital structure, or the markets in which its shares trade, its shares
are unlikely to trade at a discount from net asset value.
    j. a cross-reference to the prospectus discussion of any factors
that make the offering speculative or one of high risk, printed in bold
face common type at least as large as ten point modern type and at
least two points leaded; and
    Instruction. No cross-reference is required where the risks
associated with securities in which the Registrant is authorized to
invest are only the basic risks of investing in securities (e.g., the
risk that the value of portfolio securities may fluctuate depending
upon market conditions, or the risks that debt securities may be
prepaid and the proceeds from the prepayments invested in debt
instruments with lower interest rates). Include the cross-reference if
the nature of the Registrant's investment objectives, investment
policies, capital structure, or the trading markets for the
Registrant's securities increase the likelihood that an investor could
lose a significant portion of his or her investment.
    k. any other information required by Commission rules or by any
other governmental authority having jurisdiction over the Registrant or
the issuance of its securities.
    l. A statement to the following effect, if applicable:
    Beginning on [date], as permitted by regulations adopted by the
Securities and Exchange Commission, paper copies of the Registrant's
shareholder reports will no longer be sent by mail, unless you
specifically request paper copies of the reports from the Registrant
[or from your financial intermediary, such as a broker-dealer or bank].
Instead, the reports will be made available on a website, and you will
be notified by mail each time a report is posted and provided with a
website link to access the report.
    If you already elected to receive shareholder reports
electronically, you will not be affected by this change and you need
not take any action. You may elect to receive shareholder reports and
other communications from the Registrant [or your financial
intermediary] electronically by [insert instructions].
    You may elect to receive all future reports in paper free of
charge. You can inform the Registrant [or your financial intermediary]
that you wish to continue receiving paper copies of your shareholder
reports by [insert instructions]. Your election to receive reports in
paper will apply to all funds held with [the fund complex/your
financial intermediary].
    2. The cover page may include other information if it does not, by
its nature, quantity, or manner of presentation impede understanding of
the required information.

Item 2. Cover Pages; Other Offering Information

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

Item 3. Fee Table and Synopsis

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

[GRAPHIC] [TIFF OMITTED] TR01JN20.003

    Instructions.

General Instructions

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

(including interest paid on funds borrowed to pay underwriting
expenses), bonds, or other forms of debt. Show interest expenses as a
percentage of net assets attributable to common shares and not the face
amount of debt.
    9. ``Other Expenses'' include all expenses (except fees and
expenses reported in other items in the table) that are deducted from
the Registrant's assets and will be reflected as expenses in the
Registrant's statement of operations (including increases resulting
from complying with paragraph 2(g) of Rule 6-07 [17 CFR 210.6-07] of
Regulation S-X).
    10. a. If the Registrant invests, or intends to invest based upon
the anticipated net proceeds of the present offering, in shares of one
or more ``Acquired Funds,'' add a subcaption to the ``Annual Expenses''
portion of the table directly above the subcaption titled ``Total
Annual Expenses.'' Title the additional subcaption: ``Acquired Fund
Fees and Expenses.'' Disclose in the subcaption fees and expenses
incurred indirectly by the Registrant 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 Registrant invests or
intends to invest (A) that is an investment company or (B) that would
be an investment company under Section 3(a) of the Investment Company
Act but for the exceptions to that definition provided for in Sections
3(c)(1) and 3(c)(7) of the Investment Company Act. If a Registrant uses
another term in response to other requirements of this Form to refer to
Acquired Funds, it may include that term in parentheses following the
subcaption title. In the event the fees and expenses incurred
indirectly by the Registrant as a result of investment in shares of one
or more Acquired Funds do not exceed 0.01 percent (one basis point) of
average net assets of the Registrant, the Registrant may include these
fees and expenses under the subcaption ``Other Expenses'' in lieu of
this disclosure requirement.
    b. Determine the ``Acquired Fund Fees and Expenses'' according to
the following formula:

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

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

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

Item 4. Financial Highlights

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

Financial Highlights

Per Share Operating Performance

    a. Net Asset Value, Beginning of Period
    (1) Net Investment Income
    (2) Net Gains or Losses on Securities (both realized and
unrealized)
    b. Total From Investment Operations
    c. Less Distributions
    (1) Dividends (from net investment income)
    (A) To Preferred Shareholders
    (B) To Common Shareholders
    (2) Distributions (from capital gains)
    (A) To Preferred Shareholders
    (B) To Common Shareholders
    (3) Returns of Capital
    (A) To Preferred Shareholders
    (B) To Common Shareholders
    d. Total Distributions
    e. Net Asset Value, End of Period
    f. Per Share Market Value, End of Period
    g. Total Investment Return

Ratios/Supplemental Data

    h. Net Assets, End of Period
    i. Ratio of Expenses to Average Net Assets
    j. Ratio of Net Income to Average Net Assets
    k. Portfolio Turnover Rate
    Instructions.

General Instructions

    1. [Removed and reserved.]
    2. Briefly explain the nature of the information contained in the
table and its source. The auditor's report as to the financial
highlights need not be included in the prospectus. Note that the
auditor's report is contained elsewhere in the registration statement,
specify its location, and state that it can be obtained by
shareholders.
    3. Present the information in comparative columns for each of the
last ten fiscal years of the Registrant (or for the life of the
Registrant and its immediate predecessors, if less), but only for
periods subsequent to the effective date of the Registrant's first
Securities Act registration statement. In addition, present the
information for the period between the end of the latest fiscal year
and the date of the latest balance sheet or statement of assets and
liabilities. Where the period for which the Registrant provides
financial highlights is less than a full fiscal year, the ratios set
forth in the table may be annualized but the fact of this annualization
must be disclosed in a note to the table.
    4. List per share amounts at least to the nearest cent. If the
offering price is computed in tenths of a cent or more, state the
amounts on the table in tenths of a cent. Present all information using
a consistent number of decimal places.
    5. Provide all information in the table, including distributions to
preferred shareholders, on a common share equivalent basis.
    6. Make, and indicate in a note, appropriate adjustments to reflect
any stock split or stock dividend during the period.
    7. If the investment adviser has been changed during the period
covered by this Item, indicate the date(s) of the change(s) in a note.
    8. The financial highlights for at least the latest five fiscal
years must be audited and must so state.

Per Share Operating Performance

    9. Derive the amount for caption a(1) by adding (deducting) the
increase (decrease) per share in undistributed net investment income
for the period to

(from) dividends from net investment income per share for the period.
The increase (decrease) may be derived by comparing the per share
figures obtained by dividing undistributed net investment income at the
beginning and end of the period by the number of shares outstanding on
those dates. Other methods may be acceptable but should be explained
briefly in a note to the table.
    10. The amount shown at caption a(2) is the balancing figure
derived from the other figures in the statement. The amount shown at
this caption for a share outstanding throughout the year may not agree
with the change in the aggregate gains and losses in the portfolio
securities for the year because of the timing of sales and repurchases
of the Registrant's shares in relation to fluctuating market values for
the portfolio.
    11. For any distributions made from sources other than net
investment income and capital gains, state the per share amounts
thereof separately at caption c(3) and note the nature of the
distributions.
    12. In caption e, use the net asset value for the end of each
period for which information is being provided. If the Registrant has
not been in operation for a full fiscal year, state its net asset value
immediately after the closing of its first public offering in a note to
the caption.

Total Investment Return

    13. When calculating ``total investment return'' for caption g:
    a. Assume a purchase of common stock at the current market price on
the first day and a sale at the current market price on the last day of
each period reported on the table;
    b. note that the total investment return does not reflect sales
load; and
    c. assume reinvestment of dividends and distributions at prices
obtained by the Registrant's dividend reinvestment plan or, if there is
no plan, at the lower of the per share net asset value or the closing
market price of the Registrant's shares on the dividend/distribution
date.
    14. A Registrant also may include, as a separate caption, total
return based on per share net asset value, provided the Registrant
briefly explains in a note the differences between this calculation and
the calculation required by caption g.

Ratios and Supplemental Data

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

----------------------------------------------------------------------------------------------------------------
                            Total amount
                       outstanding exclusive    Asset coverage per        Involuntary       Average market value
         Year               of treasury                unit               liquidating         per unit (exclude
                             securities                               preference per unit        bank loans)
----------------------------------------------------------------------------------------------------------------
              (1)                    (2)                    (3)                    (4)                    (5)
----------------------------------------------------------------------------------------------------------------

    Instructions.
    1. Instructions 2, 3, and 8 to Item 4.1 also apply to this sub-
item.
    2. Use the method described in Section 18(h) of the Investment
Company Act to calculate the asset coverage to be set forth in column
(3). However, in lieu of expressing asset coverage in terms of a ratio,
as described in Section 18(h), express it for each class of senior
securities in terms of dollar amounts per share (in the case of
preferred stock) or per $1,000 of indebtedness (in the case of senior
indebtedness).

    3. Column (4) need be included only with respect to senior stock.
    4. Set forth in a note to the table the method used to determine
the averages called for by column (5) (e.g., weighted, monthly, daily,
etc.).
    5. Briefly explain the terms used in the headings of the columns.

Item 5. Plan of Distribution

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

Item 6. Selling Shareholders

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

Item 7. Use of Proceeds

    1. State the principal purposes for which the net proceeds of the
offering are intended to be used and the approximate amount intended to
be used for each purpose.
    Instructions.
    1. If any substantial portion of the proceeds will not be allocated
in accordance with the investment objectives and policies of the
Registrant, a statement to that effect should be made together with a
statement of the amount involved and an indication of how that amount
will be invested.

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

Item 8. General Description of the Registrant

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

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

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

    Instructions.
    1. Round all percentages to the nearest hundredth of one percent.
    2. A Registrant may assume additional rates of return on its
portfolio; however, to the extent a Registrant shows an additional
positive rate of return, it must also show an additional negative rate
of return of the same magnitude. A Registrant may show the positive
rate of return at which the corresponding rate of return to the common
stockholder is zero without showing the corresponding negative rate of
return.
    3. Compute the ``corresponding return to common stockholder'' as
follows: Multiply the total amount of fund assets at the beginning of
the period by the assumed rate of return; subtract from the resulting
product all interest accrued or dividends declared on senior securities
that would be made during the year following the offering; and divide
the resulting difference by the total amount of fund assets
attributable to common stock. If payments will vary because the
interest or dividend rate is variable, use the initial rate or, if the
security is currently outstanding, the current rate.
    4. Other Policies. Briefly discuss the types of investments that
will be made by the Registrant, other than those that will constitute
its principal portfolio emphasis (as discussed in Item 8.2 above), and
any policies or practices relating to those investments.
    Instructions.
    1. This discussion should receive less emphasis in the prospectus
than that required by Item 8.2 and, if appropriate in light of
Instructions 2 and 3 below, may be omitted or limited to the

information necessary to identify the type of investment, policy, or
practice.
    2. Do not discuss a policy that prohibits a particular practice or
permits a practice that the Registrant has not used within the past
twelve months (or since its initial public offering, if that period is
shorter) and does not intend to use in the future.
    3. If a policy limits a particular practice so that no more than
five percent of the Registrant's net assets are at risk, or if the
Registrant has not followed that practice within the last year (or
since its initial public offering, if such period is shorter) in such a
manner that more than five percent of net assets were at risk and does
not intend to follow such practice so as to put more than five percent
of net assets at risk, limit the prospectus disclosure about such
practice to that necessary to identify the practice. Disclose whether
or not the Registrant will provide prior notice to security holders of
its intention to commence or expand the use of such practice.
    The amount of the Registrant's net assets that are at risk for
purposes of determining whether ``more than five percent of net assets
are at risk'' is not limited to the initial amount of the Registrant's
assets that are invested in a particular practice, e.g., the purchase
price of an option. The amount of net assets at risk is determined by
reference to the potential liability or loss that may be incurred by
the Registrant in connection with a particular practice.
    5. Share Price Data. If the prospectus offers common stock or other
type of common equity security (collectively ``common stock'') and if
the Registrant's common stock is publicly held, provide the following
information:
    a. Identify the principal United States market or markets in which
the common stock is being traded. Where there is no established public
trading market, furnish a statement to that effect.
    Instruction. The existence of limited or sporadic quotations should
not itself be deemed to constitute an ``established public trading
market.''
    b. If the principal United States market for the common stock is an
exchange, state the high and low sales prices for the stock for each
full quarterly period within the two most recent fiscal years and each
full fiscal quarter since the beginning of the current fiscal year, as
reported in the consolidated transaction reporting system or, if not so
reported, as reported on the principal exchange market for the stock.
If the principal United States market for the common stock is not an
exchange, state the range of high and low bid information for the
common stock for the periods described in the preceding sentence, as
regularly quoted in the automated quotation system of a registered
securities association or, if not so quoted, the range of reported high
and low bid quotations, indicating the source of the quotations.
    Instructions.
    1. This information should be set forth in tabular form.
    2. Indicate, as applicable, that such over-the-counter market
quotations reflect inter-dealer prices, without retail mark-up, mark-
down, or commission and may not necessarily represent actual
transactions.
    3. Where there is an absence of an established public trading
market, qualify reference to quotations by an appropriate explanation.
    4. With respect to each quotation, disclose the net asset value and
the discount or premium to net asset value (expressed as a percentage)
represented by the quotation.
    5. Where the shares of the Registrant trade at their high or low
share price for more than one day during the period, the Registrant
should provide the discount or premium information for the day on which
the premium or discount was greatest.
    c. Include share price and corresponding net asset value and
premium/discount information as of the latest practicable date.
    d. Disclose whether the Registrant's common stock has historically
traded for an amount less than, equal to, or exceeding net asset value.
Disclose any methods undertaken or to be undertaken by the Registrant
that are intended to reduce any discount (such as the repurchase of
fund shares, providing for the ability to convert to an open-end
investment company, guaranteed distribution plans, etc.), and briefly
discuss the effects that these measures have or may have on the
Registrant.
    e. If the shares of the Registrant have no history of public
trading, discuss the tendency of closed-end fund shares to trade
frequently at a discount from net asset value and the risk of loss this
creates for investors purchasing shares in the initial public offering.
If the Registrant has omitted the statement required by Item 1.i,
describe the basis for the Registrant's belief that its shares will not
trade at a discount from net asset value.
    6. Business Development Companies. A Registrant that is a business
development company should, in addition, provide the following
information:
    a. Portfolio Companies. For each portfolio company in which the
Registrant is investing, disclose: (1) The name and address; (2) nature
of business; (3) title, class, percentage of class, and value of
portfolio company securities held by the Registrant; (4) amount and
general terms of all loans to portfolio companies; and (5) the
relationship of the portfolio companies to the Registrant.
    Instructions.
    1. The description of the nature of the business of a portfolio
company in which the Registrant is investing may vary according to the
extent of the Registrant's investment in the particular portfolio
company. The Registrant need only briefly identify the nature of the
business of a portfolio company in which the Registrant's investment
constitutes less than five percent of the Registrant's assets.
    2. In describing the nature of the business of a portfolio company,
include matters such as the competitive conditions of the business of
the company; its market share; dependence on a single or small number
of customers; importance to it of any patents, trademarks, licenses,
franchises, or concessions held; key operating personnel; and
particular vulnerability to changes in government regulation, interest
rates, or technology.
    3. In describing the relationship of portfolio companies to the
Registrant, include a discussion of the extent to which the Registrant
makes available significant managerial assistance to its portfolio
companies. Disclose any other material business, professional, or
family relationship between the officers and directors of the
Registrant and any portfolio company, its officers, directors, and
affiliates (as defined in Rule 12b-2 under the Exchange Act [17 CFR
240.12b-2]).
    b. Certain Subsidiaries. If the Registrant has a wholly-owned small
business investment company subsidiary, disclose: (1) Whether the
subsidiary is regulated as a business development company or investment
company under the Investment Company Act; (2) the percentage of the
Registrant's assets invested in the subsidiary; and (3) material
information about the small business investment company's operations,
including the special risks of investing in a portfolio heavily
invested in securities of small and developing or financially troubled
businesses.
    c. Financial Statements. Unless the business development company
has had less than one fiscal year of operations, provide the financial
statements of the Registrant.
    Instructions.
    1. a. Furnish, in a separate section following the responses to the
above

items in Part A of the registration statement, the financial statements
and schedules required by Regulation S-X [17 CFR 210]. A business
development company should comply with the provisions of Regulation S-X
generally applicable to registered management investment companies.
(See Section 210.3-18 and Sections 210.6-01 through 210.6-10 of
Regulation S-X.)
    b. A business development company should provide an indication in
its Schedule of Investments of those investments that are not
qualifying investments under Section 55(a) of the Investment Company
Act and, in a footnote, briefly explain the significance of non-
qualification.
    2. Notwithstanding the requirements of Instruction 1 above, the
following statements and schedules required by Regulation S-X may be
omitted from Part A and included in Part C of the Registration
statement:
    a. The statement of any subsidiary that is not a majority-owned
subsidiary; and
    b. columns C and D of Schedule IV [17 CFR 210.12-03] in support of
the most recent balance sheet.
    3. A business development company with less than one fiscal year of
operations should provide its financial statements in the Statement of
Additional Information in response to Item 24.
    d. Prior Operations. If the Registrant has had an operating history
prior to electing to be regulated as a business development company,
disclose any anticipated changes in its operations as a result of
coming into compliance with Section 55(a) of the Investment Company
Act. This information may be omitted in a prospectus used a sufficient
time after election to be regulated as a business development company
so that it is no longer material.
    e. Special Risk Factors. To the extent not disclosed in response to
this Item or Item 8.3, concisely describe the special risks of
investing in a business development company, including the risks
associated with investing in a portfolio of small and developing or
financially troubled businesses. (See Section 64(b)(1) of the
Investment Company Act.)

Item 9. Management

    1. General. Describe concisely how the business of the Registrant
is managed, including:
    a. Board of Directors. A description of the responsibilities of the
board of directors with respect to the management of the Registrant;
    Instructions.
    1. In responding to this Item, it is sufficient to include a
general statement as to the responsibilities of the board of directors
under the applicable laws of the Registrant's jurisdiction of
organization.
    2. A Registrant that has elected to be regulated as a business
development company should briefly describe the terms of any special
compensation plans available to management.
    b. Investment Advisers. For each investment adviser of the
Registrant:
    (1) Its name and principal business address, a description of its
experience as an investment adviser, and, if the investment adviser is
controlled by another person, the name of that person and the general
nature of its business;
    Instruction. If the investment adviser is subject to more than one
level of control, it is sufficient to provide the name of the ultimate
control person.
    (2) A description of the services provided by the investment
adviser;
    Instructions.
    1. If, in addition to providing investment advice, the investment
adviser or persons employed by or associated with the investment
adviser are subject to the authority of the board of directors,
responsible for overall management of the Registrant's business
affairs, it is sufficient to state that fact instead of listing all
services provided.
    2. A Registrant that has elected to be regulated as a business
development company should describe briefly the type of managerial
assistance that is or will be provided to the businesses in which it is
investing and the qualifications of the investment adviser to render
such management assistance.
    (3) A description of its compensation; and
    Instructions.
    1. State generally what the adviser's fee is or will be as a
percentage of average net assets, including any break-point. It is not
necessary to include precise details as to how the fee is computed or
paid.
    2. If the investment advisory fee is paid in some manner other than
on the basis of average net assets, briefly describe the basis of
payment.
    (4) A statement, adjacent to the disclosure required by paragraph
1(b)(3) of this Item, that a discussion regarding the basis for the
board of directors approving any investment advisory contract of the
Registrant is available in the Registrant's annual or semi-annual
report to shareholders, as applicable, and providing the period covered
by the relevant annual or semi-annual report.
    c. Portfolio Management. The name, title, and length of service of
the person or persons employed by or associated with the Registrant or
an investment adviser of the Registrant who are primarily responsible
for the day-to-day management of the Registrant's portfolio
(``Portfolio Manager''). Also state each Portfolio Manager's business
experience during the past 5 years. Include a statement, adjacent to
the foregoing disclosure, that the SAI provides additional information
about the Portfolio Manager's(s') compensation, other accounts managed
by the Portfolio Manager(s), and the Portfolio Manager's(s') ownership
of securities in the Registrant.
    Instruction. If a committee, team, or other group of persons
associated with the Registrant or an investment adviser of the
Registrant is jointly and primarily responsible for the day-to-day
management of the Registrant's portfolio, information in response to
this Item is required for each member of such committee, team, or other
group. For each such member, provide a brief description of the
person's role on the committee, team, or other group (e.g., lead
member), including a description of any limitations on the person's
role and the relationship between the person's role and the roles of
other persons who have responsibility for the day- to-day management of
the Registrant's portfolio. If more than five persons are jointly and
primarily responsible for the day-to-day management of the Registrant's
portfolio, the Registrant need only provide information for the five
persons with the most significant responsibility for the day-to-day
management of the Registrant's portfolio.
    d. Administrators. The identity of any other person who provides
significant administrative or business affairs management services
(e.g., an ``Administrator'' or ``Sub-Administrator''), a description of
the services provided, and the compensation to be paid;
    e. Custodians. The name and principal business address of the
custodian(s), transfer agent, and dividend paying agent;
    f. Expenses. The type of expenses for which the Registrant is
responsible, and, if organization expenses of the Registrant are to be
paid out of its assets, how the expenses will be amortized and the
period over which the amortization will occur; and
    g. Affiliated Brokerage. If the Registrant pays (or will pay)
brokerage commissions to any broker that is an (1) affiliated person of
the Registrant, (2) affiliated person of such person, or (3) affiliated
person of an affiliated person of the Registrant, its investment
adviser,

or its principal underwriter, a statement to that effect.
    2. Non-Resident Managers. If any non-resident officer, director,
underwriter, investment adviser, or expert named in the registration
statement has a substantial portion of its assets located outside the
United States, identify each person, and state how the enforcement by
investors of civil liabilities under the federal securities laws may be
affected. This disclosure should indicate whether:
    a. Investors will be able to effect service of process within the
United States upon these persons;
    b. investors will be able to enforce, in United States courts,
judgments against these persons obtained in such courts predicated upon
the civil liability provisions of the federal securities laws;
    c. the appropriate foreign courts would enforce judgments of United
States courts obtained in actions against these persons predicated upon
the civil liability provisions of the federal securities laws; and
    d. the appropriate foreign courts would enforce, in original
actions, liabilities against these persons predicated solely upon the
federal securities laws.
    Instruction. If any portions of this disclosure are stated to be
based upon an opinion of counsel, name the counsel in the prospectus,
and include an appropriate manually signed consent to the use of
counsel's name and opinion as an exhibit to the registration statement.
    3. Control Persons. Identify each person who, as of a specified
date no more than 30 days prior to the date of filing the registration
statement (or amendment to it), controls the Registrant.
    Instruction. For the purposes of this Item, ``control'' means (1)
the beneficial ownership, either directly or through one or more
controlled companies, of more than 25 percent of the voting securities
of a company; (2) the acknowledgment or assertion by either the
controlled or controlling party of the existence of control; or (3) an
adjudication under Section 2(a)(9) of the Investment Company Act, which
has become final, that control exists.

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

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

necessary to require the trustee to take action, and any
indemnification the trustee may require before proceeding against
assets of the Registrant; and
    e. to the extent not otherwise disclosed in response to this Item,
whether the rights evidenced by the long-term debt are, or may be,
materially limited or qualified by the rights of any other authorized
class of securities, and, if so, include sufficient information
regarding such other securities to enable investors to understand such
rights and limitations.
    3. General. Concisely describe the significant attributes of each
other class of the Registrant's authorized securities. The description
should be comparable to that called for by paragraphs 1 and 2 of this
Item. If the securities are subscription warrants or rights, state the
title and amount of securities called for and the period during which,
and the prices at which, the warrants or rights are exercised.
    4. Taxes. Concisely describe the tax consequences to investors of
an investment in the securities being offered. If the Registrant
intends to qualify for treatment under Subchapter M of the Internal
Revenue Code of 1986 [26 U.S.C. 851-856], it is sufficient, in the
absence of special circumstances, to state that: (i) the Registrant
will distribute all of its net investment income and gains to
shareholders and that these distributions are taxable as ordinary
income or capital gains; (ii) shareholders may be proportionately
liable for taxes on income and gains of the Registrant but shareholders
not subject to tax on their income will not be required to pay tax on
amounts distributed on them: and (iii) the Registrant will inform
shareholders of the amount and nature of the income or gains.
    Instructions.
    1. The description should not include detailed discussions of
applicable law.
    2. The Registrant should specifically address whether shareholders
will be subject to the alternative minimum tax.
    5. Outstanding Securities. Furnish the following information, in
substantially the tabular form indicated, for each class of authorized
securities of the Registrant. The information must be current within 90
days of the filing of this registration statement or amendment to it.

----------------------------------------------------------------------------------------------------------------
                                                                                Amount outstanding
       Title of class             Amount authorized        Amount held by registrant   exclusive of amount shown
                                                              or for its account               under (3)
----------------------------------------------------------------------------------------------------------------
                   (1)                          (2)                         (3)                         (4)
----------------------------------------------------------------------------------------------------------------

    6. Securities Ratings. If the prospectus relates to senior
securities of the Registrant that have been assigned a rating by a
nationally recognized securities rating organization and the rating is
disclosed in the prospectus, briefly discuss the significance of the
rating, the basis upon which ratings are issued, any conditions or
guidelines imposed by the NRSRO for the Registrant to maintain the
rating, and whether or not the Registrant intends, or has any
contractual obligation, to comply with these conditions or guidelines.
In addition, disclose the material terms of any agreement between the
Registrant or any of its affiliates and the NRSRO under which the NRSRO
provides such rating. If the prospectus relates to securities other
than senior securities of the Registrant that have been assigned a
rating by a NRSRO, the information required by this paragraph may be
provided in the Statement of Additional Information unless the rating
criteria will materially affect the investment policies of the
Registrant (e.g., if the rating agency establishes criteria for
selection of the Registrant's portfolio securities with which the
Registrant intends to comply), in which case it should be included in
the prospectus.
    Instructions.
    1. The term ``nationally recognized securities rating
organization'' has the same meaning as used in Rule 15c3-1(c)(2)(vi)(F)
under the Exchange Act [17 CFR 240.15c3-1].
    2. Rule 436(g)(1) of Regulation C under the Securities Act [17 CFR
230.436] provides that a security rating assigned by an NRSRO to a
class of debt securities, a class of convertible debt securities, or a
class of preferred stock is not considered a part of the registration
statement for purposes of Sections 7 and 11 of the Securities Act.
Therefore, in the case of disclosure of a rating assigned to these
types of securities issued by the Registrant, the Registrant need not
include a written consent of the NRSRO as an exhibit to the
registration statement as required by Item 25.2.n but must provide the
disclosure called for by this Item.
    3. Reference should be made to the statement of the Commission's
policy on security ratings set forth under the section ``General'' in
Regulation S-K [17 CFR 229.10] for the Commission's views on other
important matters to be considered in disclosing securities ratings.

Item 11. Defaults and Arrears on Senior Securities

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

Item 12. Legal Proceedings

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

Item 13. [Removed and reserved.]

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

Item 14. Cover Page

    1. The outside cover page must contain the following information:
    a. the Registrant's name;
    b. a statement or statements (1) that the Statement of Additional
Information is not a prospectus, (2) that the Statement of Additional
Information should be read with the prospectus, and (3) how a copy of
the prospectus may be obtained;
    c. the date of the Statement of Additional Information;
    d. the date of the related prospectus and any other identifying
information

that the Registrant deems appropriate; and
    e. the statement required by paragraph (b)(2) of Rule 481 under the
Securities Act.
    2. The cover page may include other information, provided that it
does not, by its nature, quantity, or manner of presentation, impede
understanding of required information.

Item 15. Table of Contents

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

Item 16. General Information and History

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

Item 17. Investment Objective and Policies

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

Item 18. Management

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

----------------------------------------------------------------------------------------------------------------
                                                                                Number of
                                        Term of office       Principal        portfolios in          Other
  Name, address,    Position(s) held    and length of      occupation(s)       fund complex      directorships
     and age        with registrant      time served       during past 5       overseen by      held by director
                                                               years             director
----------------------------------------------------------------------------------------------------------------
            (1)                (2)                (3)                (4)                (5)                (6)
----------------------------------------------------------------------------------------------------------------

    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 Registrant,
as defined in Section 2(a)(19) of the Investment Company Act and the
rules thereunder, describe, in a footnote or otherwise, the
relationship, events, or transactions by reason of which the director
is an interested person.
    3. State the principal business of any company listed under column
(4) unless the principal business is implicit in its name.
    4. Indicate in column (6) directorships not included in column (5)
that are held by a director in any company with a class of securities
registered pursuant to Section 12 of the Exchange Act or subject to the
requirements of Section 15(d) of the Exchange Act or any company
registered as an investment company under the Investment Company Act,
and name the companies in which the directorships are held. Where the
other directorships include directorships overseeing two or more
portfolios in the same fund complex, identify the fund complex and
provide the number of portfolios overseen as a director in the fund
complex rather than listing each portfolio separately.
    2. For each individual listed in column (1) of the table required
by paragraph 1 of this Item 18, except for any director who is not an
interested person of the Registrant, as defined in Section 2(a)(19) of
the Investment Company Act and the rules thereunder, describe any
positions, including as an officer, employee, director, or general
partner, held with affiliated persons or principal underwriters of the
Registrant.
    Instruction. When an individual holds the same position(s) with two
or more registered investment companies that are part of the same fund
complex, identify the fund complex and provide the number of registered
investment companies for which the position(s) are held rather than
listing each registered investment company separately.
    3. Describe briefly any arrangement or understanding between any
director or officer and any other person(s) (naming the person(s))
pursuant to which he was selected as a director or officer.
    Instruction. Do not include arrangements or understandings with
directors or officers acting solely in their capacities as such.
    4. For each non-resident director or officer of the Registrant
listed in column (1) of the table required by paragraph 1, disclose
whether he has authorized an agent in the United States to receive
notice and, if so, disclose the name and address of the agent.
    5. a. Briefly describe the leadership structure of the Registrant's
board, including whether the chairman of the board is an interested
person of the Registrant, as defined in Section 2(a)(19) of the
Investment Company Act. If the chairman of the board is an interested
person of the Registrant, disclose whether the Registrant has a lead
independent director and what specific role the lead independent
director plays in the leadership of the Registrant. This disclosure
should indicate why the Registrant has determined that its leadership
structure is appropriate given the specific characteristics or
circumstances of the Registrant. In addition, disclose the extent of
the board's role in the risk oversight of the Registrant, such as how
the board administers its oversight function, and the effect that this
has on the board's leadership structure.
    b. Identify the standing committees of the Registrant's board of
directors, and provide the following information about each committee:
    (1) A concise statement of the functions of the committee;
    (2) The members of the committee;
    (3) The number of committee meetings held during the last fiscal
year; and
    (4) If the committee is a nominating or similar committee, state
whether the committee will consider nominees recommended by security
holders and, if so, describe the procedures to be followed by security
holders in submitting recommendations.
    6. a. Unless disclosed in the table required by paragraph 1 of this
Item 18, describe any positions, including as an officer, employee,
director, or general partner, held by any director who is not an
interested person of the Registrant, as defined in Section 2(a)(19) of
the Investment Company Act and the rules thereunder, or immediate
family member of the director, during the two most recently completed
calendar years with:
    (1) The Registrant;
    (2) An investment company, or a person that would be an investment
company but for the exclusions provided by Sections 3(c)(1) and 3(c)(7)
of the Investment Company Act, having the same investment adviser or
principal underwriter as the Registrant 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 Registrant;
    (3) An investment adviser, principal underwriter, or affiliated
person of the Registrant; or
    (4) Any person directly or indirectly controlling, controlled by,
or under common control with an investment adviser or principal
underwriter of the Registrant.
    b. Unless disclosed in the table required by paragraph 1 of this
Item 18 or in response to paragraph 6.a of this Item 18, indicate any
directorships held during the past five years by each director in any
company with a class of securities registered pursuant to Section 12 of
the Exchange Act or subject to the requirements of Section 15(d) of the
Exchange Act or any company registered as an investment company under
the Investment Company Act, and name the companies in which the
directorships were held.
    Instruction. When an individual holds the same position(s) with two
or more portfolios that are part of the same fund complex, identify the
fund complex and provide the number of portfolios for which the
position(s) are held rather than listing each portfolio separately.
    7. For each director, state the dollar range of equity securities
beneficially owned by the director as required by the following table:
    a. In the Registrant; and
    b. On an aggregate basis, in any registered investment companies
overseen by the director within the same family of investment companies
as the Registrant.

----------------------------------------------------------------------------------------------------------------
                                                                              Aggregate dollar range of equity
                                                                                securities in all registered
          Name of director             Dollar range of equity  securities     investment  companies overseen by
                                                in the registrant             director in family  of investment
                                                                                companies
----------------------------------------------------------------------------------------------------------------
                          (1)                                   (2)                                   (3)
----------------------------------------------------------------------------------------------------------------

    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].
    3. In disclosing the dollar range of equity securities beneficially
owned by a director in columns (2) and (3), use the following ranges:
none, $1-$10,000, $10,001-$50,000, $50,001-$100,000, or over $100,000.
    8. For each director who is not an interested person of the
Registrant, as defined in Section 2(a)(19) of the Investment Company
Act and the rules thereunder, and his immediate family members, furnish
the information required by the following table as to each class of
securities owned beneficially or of record in:
    a. An investment adviser or principal underwriter of the
Registrant; or
    b. person (other than a registered investment company) directly or
indirectly controlling, controlled by, or under common control with an
investment adviser or principal underwriter of the Registrant:

----------------------------------------------------------------------------------------------------------------
                     Name of owners
 Name of director  and relationships       Company         Title of class        Value of       Percent of class
                       to director                                              securities
----------------------------------------------------------------------------------------------------------------
            (1)                (2)                (3)                (4)                (5)                (6)
----------------------------------------------------------------------------------------------------------------

    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 [17 CFR 240.13d-3] or Rule
16a-1(a)(2) under the Exchange Act.
    3. Identify the company in which the director or immediate family
member of the director owns securities in column (3). When the company
is a person directly or indirectly controlling, controlled by, or under
common control with an investment adviser or principal underwriter,
describe the company's relationship with the investment adviser or
principal underwriter.
    4. Provide the information required by columns (5) and (6) on an
aggregate basis for each director and his immediate family members.
    9. Unless disclosed in response to paragraph 8 of this Item 18,
describe any direct or indirect interest, the value of which exceeds
$120,000, of each director who is not an interested person of the
Registrant, as defined in Section 2(a)(19) of the Investment Company
Act and the rules thereunder, or immediate family member of the
director, during the two most recently completed calendar years, in:
    a. An investment adviser or principal underwriter of the
Registrant; or
    b. A person (other than a registered investment company) directly
or indirectly controlling, controlled by, or under common control with
an investment adviser or principal underwriter of the Registrant.
    Instructions.
    1. A director or immediate family member has an interest in a
company if he is a party to a contract, arrangement, or understanding
with respect to any securities of, or interest in, the company.
    2. The interest of the director and the interests of his immediate
family members should be aggregated in determining whether the value
exceeds $120,000.
    10. Describe briefly any material interest, direct or indirect, of
any director who is not an interested person of the Registrant, as
defined in Section 2(a)(19) of the Investment Company Act and the rules
thereunder, or immediate family member of the director, in any
transaction, or series of similar transactions, during the two most
recently completed calendar years, in which the amount involved exceeds
$120,000 and to which any of the following persons was a party:
    a. The Registrant;
    b. An officer of the Registrant;
    c. An investment company, or a person that would be an investment
company but for the exclusions provided by Sections 3(c)(1) and 3(c)(7)
of the Investment Company, having the same investment adviser or
principal underwriter as the Registrant 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 Registrant;
    d. An officer of an investment company, or a person that would be
an investment company but for the exclusions provided by Sections
3(c)(1) and 3(c)(7) of the Investment Company Act, having the same
investment adviser or principal underwriter as the Registrant 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 Registrant;
    e. An investment adviser or principal underwriter of the
Registrant;
    f. An officer of an investment adviser or principal underwriter of
the Registrant;
    g. A person directly or indirectly controlling, controlled by, or
under common control with an investment adviser or principal
underwriter of the Registrant; or
    h. An officer of a person directly or indirectly controlling,
controlled by, or under common control with an investment adviser or
principal underwriter of the Registrant.
    Instructions.
    1. Include the name of each director or immediate family member
whose interest in any transaction or series of similar transactions is
described and the nature of the circumstances by reason of which the
interest is required to be described.
    2. State the nature of the interest, the approximate dollar amount
involved in the transaction, and, where practicable, the approximate
dollar amount of the interest.
    3. In computing the amount involved in the transaction or series of
similar transactions, include all periodic payments in the case of any
lease or

other agreement providing for periodic payments.
    4. Compute the amount of the interest of any director or immediate
family member of the director without regard to the amount of profit or
loss involved in the transaction(s).
    5. As to any transaction involving the purchase or sale of assets,
state the cost of the assets to the purchaser and, if acquired by the
seller within two years prior to the transaction, the cost to the
seller. Describe the method used in determining the purchase or sale
price and the name of the person making the determination.
    6. Disclose indirect, as well as direct, material interests in
transactions. A person who has a position or relationship with, or
interest in, a company that engages in a transaction with one of the
persons listed in paragraphs 10.a through 10.h of this Item 18 may have
an indirect interest in the transaction by reason of the position,
relationship, or interest. The interest in the transaction, however,
will not be deemed ``material'' within the meaning of paragraph 10 of
this Item 18 where the interest of the director or immediate family
member arises solely from the holding of an equity interest (including
a limited partnership interest, but excluding a general partnership
interest) or a creditor interest in a company that is a party to the
transaction with one of the persons specified in paragraphs 10.a
through 10.h of this Item 18, and the transaction is not material to
the company.
    7. The materiality of any interest is to be determined on the basis
of the significance of the information to investors in light of all the
circumstances of the particular case. The importance of the interest to
the person having the interest, the relationship of the parties to the
transaction with each other, and the amount involved in the transaction
are among the factors to be considered in determining the significance
of the information to investors.
    8. No information need be given as to any transaction where the
interest of the director or immediate family member arises solely from
the ownership of securities of a person specified in paragraphs 10.a
through 10.h of this Item 18 and the director or immediate family
member receives no extra or special benefit not shared on a pro rata
basis by all holders of the class of securities.
    9. Transactions include loans, lines of credit, and other
indebtedness. For indebtedness, indicate the largest aggregate amount
of indebtedness outstanding at any time during the period, the nature
of the indebtedness and the transaction in which it was incurred, the
amount outstanding as of the end of the most recently completed
calendar year, and the rate of interest paid or charged.
    10. No information need be given as to any routine, retail
transaction. For example, the Registrant need not disclose that a
director has a credit card, bank or brokerage account, residential
mortgage, or insurance policy with a person specified in paragraphs
10.a through 10.h of this Item 18 unless the director is accorded
special treatment.
    11. Describe briefly any direct or indirect relationship, in which
the amount involved exceeds $120,000, of any director who is not an
interested person of the Registrant, as defined in Section 2(a)(19) of
the Investment Company Act and the rules thereunder, or immediate
family member of the director, that existed at any time during the two
most recently completed calendar years, with any of the persons
specified in paragraphs 10.a through 10.h of this Item 18.
Relationships include:
    a. Payments for property or services to or from any person
specified in paragraphs 10.a through 10.h of this Item 18;
    b. Provision of legal services to any person specified in
paragraphs 10.a through 10.h of this Item 18;
    c. Provision of investment banking services to any person specified
in paragraphs 10.a through 10.h of this Item 18, other than as a
participating underwriter in a syndicate; and
    d. Any consulting or other relationship that is substantially
similar in nature and scope to the relationships listed in paragraphs
11.a through 11.c of this Item 18.
    Instructions.
    1. Include the name of each director or immediate family member
whose relationship is described and the nature of the circumstances by
reason of which the relationship is required to be described.
    2. State the nature of the relationship and the amount of business
conducted between the director or immediate family member and the
person specified in paragraphs 10.a through 10.h of this Item 18 as a
result of the relationship during the two most recently completed
calendar years.
    3. In computing the amount involved in a relationship, include all
periodic payments in the case of any agreement providing for periodic
payments.
    4. Disclose indirect, as well as direct, relationships. A person
who has a position or relationship with, or interest in, a company that
has a relationship with one of the persons listed in paragraphs 10.a
through 10.h of this Item 18 may have an indirect relationship by
reason of the position, relationship, or interest.
    5. In determining whether the amount involved in a relationship
exceeds $120,000, amounts involved in a relationship of the director
should be aggregated with those of his immediate family members.
    6. In the case of an indirect interest, identify the company with
which a person specified in paragraphs 10.a through 10.h of this Item
18 has a relationship; the name of the director or immediate family
member affiliated with the company and the nature of the affiliation;
and the amount of business conducted between the company and the person
specified in paragraphs 10.a through 10.h of this Item 18 during the
two most recently completed calendar years.
    7. In calculating payments for property and services for purposes
of paragraph 11.a of this Item 18, the following may be excluded:
    a. Payments where the transaction involves the rendering of
services as a common contract carrier, or public utility, at rates or
charges fixed in conformity with law or governmental authority; or
    b. Payments that arise solely from the ownership of securities of a
person specified in paragraphs 10.a through 10.h of this Item 18 and no
extra or special benefit not shared on a pro rata basis by all holders
of the class of securities is received.
    8. No information need be given as to any routine, retail
relationship. For example, the Registrant need not disclose that a
director has a credit card, bank or brokerage account, residential
mortgage, or insurance policy with a person specified in paragraphs
10.a through 10.h of this Item 18 unless the director is accorded
special treatment.
    12. If an officer of an investment adviser or principal underwriter
of the Registrant, 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 Registrant, served during the
two most recently completed calendar years, on the board of directors
of a company where a director of the Registrant who is not an
interested person of the Registrant, as defined in Section 2(a)(19) of
the Investment Company Act and the rules thereunder, or immediate
family member of the director, was during the two most recently
completed calendar years, an officer, identify:
    a. The company;

    b. The individual who serves or has served as a director of the
company and the period of service as director;
    c. The investment adviser or principal underwriter or person
controlling, controlled by, or under common control with the investment
adviser or principal underwriter where the individual named in
paragraph 12.b of this Item 18 holds or held office and the office
held; and
    d. The director of the Registrant or immediate family member who is
or was an officer of the company; the office held; and the period of
holding the office.
    13. In the case of a Registrant that is not a business development
company, provide the following for all directors of the Registrant, all
members of the advisory board of the Registrant, and for each of the
three highest paid officers or any affiliated person of the Registrant
with aggregate compensation from the Registrant for the most recently
completed fiscal year in excess of $60,000 (``Compensated Persons'').
    a. Furnish the information required by the following table:

                                               Compensation Table
----------------------------------------------------------------------------------------------------------------
                                                                                Total compensation
   Name of person,           Aggregate        Pension or retirement     Estimated annual     from fund and fund
       position          compensation from      benefits accrued as      benefits upon         complex paid to
                                fund          part of fund expenses        retirement             directors
----------------------------------------------------------------------------------------------------------------
                (1)                    (2)                    (3)                    (4)                   (5)
----------------------------------------------------------------------------------------------------------------

    Instructions.
    1. For column (1), indicate, if necessary, the capacity in which
the remuneration is received. For Compensated Persons that are
directors of the Registrant, 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.
    b. Describe briefly the material provisions of any pension,
retirement, or other plan or any arrangement other than fee
arrangements disclosed in paragraph (a) pursuant to which Compensated
Persons are or may be compensated for any services provided, including
amounts paid, if any, to the Compensated Person under any such
arrangements during the most recently completed fiscal year.
Specifically include the criteria used to determine amounts payable
under the plan, the length of service or vesting period required by the
plan, the retirement age or other event which gives rise to payments
under the plan, and whether the payment of benefits is secured or
funded by the Registrant.
    14. In the case of a Registrant that is a business development
company, provide the information required by Item 402 of Regulation S-K
[17 CFR 229.402].
    15. Codes of Ethics. Provide a brief statement disclosing whether
the Registrant and its investment adviser and principal underwriter
have adopted codes of ethics under Rule 17j-1 under 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 Registrant. Also,
explain in the statement that these codes of ethics are available on
the EDGAR Database on the Commission's internet site at http://www.sec.gov, and that copies of these codes of ethics may be obtained,
after paying a duplicating fee, by electronic request at the following
email address<EMAIL_ADDRESS>    Instruction. A Registrant that is not required to adopt a code of
ethics under Rule 17j-1 under the Investment Company Act is not
required to respond to this Item.
    16. Unless the Registrant invests exclusively in non-voting
securities, describe the policies and procedures that the Registrant
uses to determine how to vote proxies relating to portfolio securities,
including the procedures that the Registrant uses when a vote presents
a conflict between the interests of the Registrant's shareholders, on
the one hand, and those of the Registrant's investment adviser;
principal underwriter; or any affiliated person (as defined in Section
2(a)(3) of the Investment Company Act and the rules thereunder) of the
Registrant, its investment adviser, or its principal underwriter, on
the other. Include any policies and procedures of the Registrant's
investment adviser, or any other third party, that the Registrant uses,
or that are used on the Registrant's behalf, to determine how to vote
proxies relating to portfolio securities. Also, state that information
regarding how the Registrant voted proxies relating to portfolio
securities during the most recent 12-month period ended June 30 is
available (i) without charge, upon request, by calling a specified
toll-free (or collect) telephone number; sending an email to a
specified email address, if any; or on or through the Registrant's
website at a specified internet address; and (ii) on the Commission's
website at http://www.sec.gov.
    Instructions.
    1. A Registrant 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 Registrant discloses that the Registrant's proxy voting
record is available by calling a toll-free (or collect) telephone
number or sending an email to a specified email address, if any, and
the Registrant (or financial intermediary through which shares of the
Registrant may be purchased or sold) receives a request for this
information, the Registrant (or financial intermediary) must send the
information disclosed in the Registrant's most recently filed report on
Form N-PX [17 CFR 274.129], within 3 business days of receipt of the
request, by first-class mail or other means designed to ensure equally
prompt delivery.
    3. If a Registrant discloses that the Registrant's proxy voting
record is available on or through its website, the Registrant must make
available free of charge the information disclosed in the Registrant'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 Registrant's most recently
filed report on Form N-PX must remain available on or through the
Registrant's website for as long as the Registrant remains subject to
the requirements of Rule 30b1-4 under the Investment Company Act [17
CFR 270.30b1-4] and discloses that the Registrant's proxy voting record
is available on or through its website.
    17. For each director, briefly discuss the specific experience,
qualifications, attributes, or skills that led to the conclusion that
the person should serve as a director for the Registrant at the time
that the disclosure is made, in light of the Registrant's business and
structure. If material, this disclosure should cover more than the past
five years, including information about the person's particular areas
of expertise or other relevant qualifications.

Item 19. Control Persons and Principal Holders of Securities

    Furnish the following information as of a specified date no more
than 30 days prior to the date of filing of the registration statement
or amendment to it.
    1. State the name and address of each person who controls the
Registrant, and briefly explain the effect of such control on the
voting rights of other shareholders. For each control person, state the
percentage of the Registrant's voting securities owned or any other
basis of control. If the control person is a company, disclose the
state or other jurisdiction under the laws of which it is organized.
List all parents of each control person.
    Instructions.
    1. The term ``control'' is defined in the instruction to Item 9.3
of this Form.
    2. A Registrant that is controlled by its adviser or underwriter(s)
before the effective date of the registration statement need not
respond to this Item if, immediately after the public offering, there
will be no control person.
    2. State the name, address, and percentage of ownership of each
person who owns of record or is known by the Registrant to own of
record or beneficially five percent or more of any class of the
Registrant's outstanding equity securities.
    Instructions.
    1. Calculate the percentages on the basis of the amount of common
stock outstanding.
    2. If securities are being registered in connection with or
pursuant to a plan of acquisition, reorganization, readjustment, or
succession, indicate, to the extent practicable, the status to exist
upon consummation of the plan on the basis of present holdings and
commitments.
    3. If, to the knowledge of the Registrant or any principal
underwriter of its securities, five percent or more of any class of
voting securities of the Registrant are or will be held subject to any
voting trust or other similar agreement, disclose this fact.
    4. Indicate whether the securities are owned both of record and
beneficially, or of record only, or beneficially only, and disclose the
respective percentage owned in each manner.
    3. Disclose all equity securities of the Registrant owned by all
officers, directors, and members of the advisory board of the
Registrant as a group, without naming them. In any case where the
amount owned by directors and officers as a group is less than one
percent of the class, a statement to that effect is sufficient.

Item 20. Investment Advisory and Other Services

    1. Furnish the following information about each investment adviser:
    a. The names of all controlling persons, the basis of such control,
and, if material, the business history of any organization that
controls the adviser;
    b. the names of any affiliated person of the Registrant who is also
an affiliated person of the investment adviser and a list of all
capacities in which such person named is affiliated with the Registrant
and/or with the investment adviser; and
    Instruction. If an affiliated person of the Registrant, either
alone or together with others, is a controlling person of the
investment adviser, the Registrant must disclose that fact but need not
supply the specific amount of percentage of the outstanding voting
securities of the investment adviser that are owned by the controlling
person.
    c. The method of computing the advisory fee payable by the
Registrant, including:
    (1) The total dollar amounts paid to the adviser by the Registrant
under the investment advisory contract for the last three fiscal years;
    (2) if applicable, any credits that reduced the advisory fee for
any of the last fiscal years; and
    (3) any expense limitation provision.
    Instructions.
    1. If the advisory fee payable by the Registrant varies depending
on the Registrant's investment performance in relation to some
standard, set forth the standard along with a fee schedule in tabular
form. The Registrant may include examples showing the fees the adviser
would earn at various levels of performance, but such examples must
include calculations showing the maximum and minimum fee percentages
that could be earned under the contract.
    2. State each type of credit or offset separately.
    3. Where the Registrant is subject to more than one expense
limitation provision, describe only the most restrictive provision.
    2. Concisely describe all services performed for or on behalf of
the Registrant that are supplied or paid for wholly or in substantial
part by the investment adviser in connection with the investment
advisory contract.
    3. Describe briefly all fees, expenses, and costs of the Registrant
that are to be paid by persons other than the investment adviser or the
Registrant, and identify such persons.
    4. Summarize any management-related service contract under which
services are provided to the Registrant that is not otherwise disclosed
in response to an Item of this Form and may be of interest to a
purchaser of the Registrant's securities, indicating the parties to the
contract and the total dollars paid, and by whom, for the past three
years.
    Instructions.
    1. A ``management-related service contract'' includes any agreement
whereby another person contracts with the Registrant to keep, prepare,
and/or file accounts, books, records, or other documents that the
Registrant may be required to keep under federal or state law, or to
provide any similar services with respect to the daily administration

of the Registrant, but does not include the following: (1) Any contract
with the Registrant to provide investment advice; (2) any agreement to
act as custodian, transfer agent, or dividend-paying agent; and (3)
bona fide contracts for outside legal or auditing services, or bona
fide contracts for personal employment entered into in the ordinary
course of business.
    2. No information is required about the service of mailing proxies
or periodic reports to shareholders of the Registrant.
    3. In summarizing the substantive provisions of a management-
related service contract, include: (1) The name of the person providing
the service; (2) any direct or indirect relationship of that person
with the Registrant, its investment adviser, or its principal
underwriter; (3) the nature of the services provided; and (4) the basis
of the compensation paid for the last three fiscal years.
    5. If any person (other than a bona fide director, officer, member
of an advisory board, employee of the Registrant, or a person named as
an investment adviser in response to paragraph 1 of this Item),
pursuant to any understanding, whether formal or informal, regularly
furnishes advice to the Registrant or the investment adviser of the
Registrant with respect to the desirability of the Registrant's
investing in, purchasing, or selling securities or other property, or
is empowered to determine which securities or other property should be
purchased or sold by the Registrant, and receives direct or indirect
remuneration from the Registrant, furnish the following information:
    a. The name of the person;
    b. a description of the nature of the arrangement and the advice or
information given; and
    c. any remuneration (including, for example, participation,
directly or indirectly, in commissions or other compensation paid in
connection with transactions in the Registrant's portfolio securities)
paid for the advice or information, and a statement as to how and by
whom such remuneration was paid for the last three fiscal years.
    Instruction. No information is required with respect to any of the
following:
    1. Persons whose advice was furnished solely through uniform
publications distributed to subscribers;
    2. persons who furnished only statistical and other factual
information, advice regarding economic factors and trends, or advice as
to occasional transactions in specific securities, but without
generally furnishing advice or making recommendations regarding the
purchase or sale of securities by the Registrant;
    3. a company that is excluded from the definition of ``investment
adviser'' of an investment company by reason of Section 2(a)(20)(iii)
of the Investment Company Act;
    4. any person the character and amount of whose compensation for
such service must be approved by a court; or
    5. such other persons as the Commission has by rules and
regulations or order determined not to be an ``investment adviser'' of
an investment company.
    6. Furnish the name and principal business address of each of the
Registrant's custodians, the nature of the business of each such
person, and a general description of the services performed by each.
    7. Furnish the name and principal business address of the
Registrant's independent public accountant, and provide a general
description of the services performed by such person.
    8. If an affiliated person of the Registrant, or an affiliated
person of an affiliated person of the Registrant, acts as custodian,
transfer agent, or dividend-paying agent for the Registrant, furnish a
description of the services performed by that person and the basis for
remuneration (e.g., the method by which that person's fee is
calculated).

Item 21. Portfolio Managers

    1. Other Accounts Managed. If a Portfolio Manager required to be
identified in response to Item 9.1.c is primarily responsible for the
day-to-day management of the portfolio of any other account, provide
the following information:
    a. The Portfolio Manager's name;
    b. The number of other accounts managed within each of the