Form SEC 2569 SEC 2569 FORM N-CSR

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number_______________________________________________________________________________
_______________________________________________________________________________________________________________
(Exact name of registrant as specified in charter)
________________________________________________________________________________________________________________
(Address of principal executive offices)
(Zip code)
________________________________________________________________________________________________________________
(Name and address of agent for service)
Registrant’s telephone number, including area code:________________________
Date of fiscal year end:________________________
Date of reporting period:______________________
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days
after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the
Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its
regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information
public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays
a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of
the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange
Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the
clearance requirements of 44 U.S.C. § 3507.

GENERAL INSTRUCTIONS
A. Rule as to Use of Form N-CSR.
Form N-CSR is a combined reporting form that is to be used for reports of registered management investment companies under
Section 30(b)(2) of the Investment Company Act of 1940 (the “Act”) and Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (the “Exchange Act”), filed pursuant to Rule 30b2-1(a) under the Act (17 CFR 270.30b2-1(a)). A report on this Form shall
be filed within 10 days after the transmission to stockholders of any annual or semi-annual report that is required to be transmitted
to stockholders pursuant to Rule 30e-1 under the Act (17 CFR 270.30e-1).
B. Application of General Rules and Regulations.
The General Rules and Regulations under the Act and the Exchange Act contain certain general requirements that are applicable
to reporting on any form under those Acts. These general requirements should be carefully read and observed in the preparation
and filing of reports on this form, except that any provision in the form or in these instructions shall be controlling.

SEC 2569 (10-10)

Persons who are to respond to the collection of information
contained in this form are not required to respond unless the
form displays a currently valid OMB control number.

C. Preparation of Report.
1. This Form is not to be used as a blank form to be filled in, but only as a guide in preparing the report in accordance with
Rules 8b-11 (17 CFR 270.8b-11) and 8b-12 (17 CFR 270.8b-12) under the Act and Rules 12b-11 (17 CFR 240.12b-11)
and 12b-12 (17 CFR 240.12b-12) under the Exchange Act. The Commission does not furnish blank copies of this Form to
be filled in for filing.
2. These general instructions are not to be filed with the report.
3. Attention is directed to Rule 12b-20 under the Exchange Act (17 CFR 240.12b-20), which states: “In addition to the
information expressly required to be included in a statement or report, there shall be added such further material
information, if any, as may be necessary to make the required statements, in the light of the circumstances under which they
are made not misleading.”
D. Incorporation by Reference.
A registrant may incorporate by reference information required by Items 4, 5 and 12(a)(1). No other Items of the Form shall be answered
by incorporating any information by reference. The information required by Item 4 and 5 may be incorporated by reference from the registrant’s
definitive proxy statement (filed or required to be filed pursuant to Regulation 14A (17 CFR 240.14a-1 et seq.)) or definitive information
statement (filed or to be filed pursuant to Regulation 14C (17 CFR 240.14c-1 et seq.)) which involves the election of directors, if such definitive
proxy statement or information statement is filed with the Commission not later than 120 days after the end of the fiscal year covered by an annual
report on this Form. All incorporation by reference must comply with the requirements of this Form and the following rules on incorporation
by reference: Rule 10(d) of Regulation S-K under the Securities Act of 1933 (17 CFR 229.10(d)) (general rules on incorporation by reference,
which, among other things, prohibit, unless specifically required by this Form, incorporating by reference a document that includes incorporation
by reference to another document, and limits incorporation to documents filed within the last 5 years, with certain exceptions); Rule 303 of
Regulation S-T (17 CFR 232.303) (specific requirements for electronically filed documents); Rules 12b-23 and 12b-32 under the Exchange Act
(additional rules on incorporation by reference for reports filed pursuant to Sections 13 and 15(d) of the Exchange Act); and Rules 0-4, 8b-23,
and 8b-32 under the Investment Company Act of 1940 (17 CFR 270.0-4, 270.8b-23, and 270.8b-32) (additional rules on incorporation by
reference for investment companies).

E. Definitions.
Unless the context clearly indicates the contrary, terms used in this Form N-CSR have meanings as defined in the Act and the
rules and regulations thereunder. Unless otherwise indicated, all references in the Form to statutory sections or to rules are sections
of the Act and the rules and regulations thereunder.
F. Signature and Filing of Report.
1. If the report is filed in paper pursuant to a hardship exemption from electronic filing (see Item 201 et seq. of Regulation
S-T (17 CFR 232.201 et seq.)), eight complete copies of the report shall be filed with the Commission. At least one complete
copy of the report shall be filed with each exchange on which any class of securities of the registrant is registered. At least
one complete copy of the report filed with the Commission and one such copy filed with each exchange must be manually
signed. Copies not manually signed must bear typed or printed signatures.
2. (a) The report must be signed by the registrant, and on behalf of the registrant by its principal executive and principal
financial officers.
(b) The name of each person who signs the report shall be typed or printed beneath his or her signature. Any person who
occupies more than one of the specified positions shall indicate each capacity in which he or she signs the report.
Attention is directed to Rule 12b-11 under the Exchange Act (17 CFR 240.12b-11) and Rule 8b-11 under the Act (17
CFR 270.8b-11) concerning manual signatures and signatures pursuant to powers of attorney.
Item 1. Reports to Stockholders.
Include a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Act (17 CFR 270.30e-1).
Item 2. Code of Ethics.
(a) Disclose whether, as of the end of the period covered by the report, the registrant has adopted a code of ethics that
applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or

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controller, or persons performing similar functions, regardless of whether these individuals are employed by the
registrant or a third party. If the registrant has not adopted such a code of ethics, explain why it has not done so.
Instruction to paragraph (a).
The information required by this Item is only required in an annual report on this Form N-CSR.
(b) For purposes of this Item, the term “code of ethics” means written standards that are reasonably designed to deter
wrongdoing and to promote:
(1) Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between
personal and professional relationships;
(2) Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or
submits to, the Commission and in other public communications made by the registrant;
(3) Compliance with applicable governmental laws, rules, and regulations;
(4) The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code;
and
(5) Accountability for adherence to the code.
(c) The registrant must briefly describe the nature of any amendment, during the period covered by the report, to a
provision of its code of ethics that applies to the registrant’s principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar functions, regardless of whether these
individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics definition
enumerated in paragraph (b) of this Item. The registrant must file a copy of any such amendment as an exhibit pursuant
to Item 12(a)(1), unless the registrant has elected to satisfy paragraph (f) of this Item by posting its code of ethics on
its website pursuant to paragraph (f)(2) of this Item, or by undertaking to provide its code of ethics to any person without
charge, upon request, pursuant to paragraph (f)(3) of this Item.
(d) If the registrant has, during the period covered by the report, granted a waiver, including an implicit waiver, from a
provision of the code of ethics to the registrant’s principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are
employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this
Item, the registrant must briefly describe the nature of the waiver, the name of the person to whom the waiver was
granted, and the date of the waiver.
(e) If the registrant intends to satisfy the disclosure requirement under paragraph (c) or (d) of this Item regarding an
amendment to, or a waiver from, a provision of its code of ethics that applies to the registrant’s principal executive
officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions
and that relates to any element of the code of ethics definition enumerated in paragraph (b) of this Item by posting such
information on its Internet website, disclose the registrant’s Internet address and such intention.
(f) The registrant must:
(1) File with the Commission, pursuant to Item 12(a)(1), a copy of its code of ethics that applies to the registrant’s
principal executive officer, principal financial officer, principal accounting officer or controller, or persons
performing similar functions, as an exhibit to its annual report on this Form N-CSR;
(2) Post the text of such code of ethics on its Internet website and disclose, in its most recent report on this Form N­
CSR, its Internet address and the fact that it has posted such code of ethics on its Internet website; or
(3) Undertake in its most recent report on this Form N-CSR to provide to any person without charge, upon request,
a copy of such code of ethics and explain the manner in which such request may be made.

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Instructions to Item 2.
1. A registrant may have separate codes of ethics for different types of officers. Furthermore, a “code of ethics” within
the meaning of paragraph (b) of this Item may be a portion of a broader document that addresses additional topics or
that applies to more persons than those specified in paragraph (a). In satisfying the requirements of paragraph (f), a
registrant need only file, post, or provide the portions of a broader document that constitutes a “code of ethics” as
defined in paragraph (b) and that apply to the persons specified in paragraph (a).
2. If a registrant elects to satisfy paragraph (f) of this Item by posting its code of ethics on its website pursuant to paragraph
(f)(2), the code of ethics must remain accessible on its website for as long as the registrant remains subject to the
requirements of this Item and chooses to comply with this Item by posting its code on its website pursuant to paragraph
(f)(2).
3. The registrant does not need to provide any information pursuant to paragraphs (c) and (d) of this Item if it discloses
the required information on its Internet website within five business days following the date of the amendment or waiver
and the registrant has disclosed in its most recently filed report on this Form N-CSR its Internet address and intention
to provide disclosure in this manner. If the amendment or waiver occurs on a Saturday, Sunday, or holiday on which
the Commission is not open for business, then the five business day period shall begin to run on and include the first
business day thereafter. If the registrant elects to disclose this information through its website, such information must
remain available on the website for at least a 12-month period. The registrant must retain the information for a period
of not less than six years following the end of the fiscal year in which the amendment or waiver occurred. Upon request,
the registrant must furnish to the Commission or its staff a copy of any or all information retained pursuant to this
requirement.
4. The registrant does not need to disclose technical, administrative, or other non-substantive amendments to its code of
ethics.
5. For purposes of this Item:
(a) The term “waiver” means the approval by the registrant of a material departure from a provision of the code of
ethics; and
(b) The term “implicit waiver” means the registrant’s failure to take action within a reasonable period of time
regarding a material departure from a provision of the code of ethics that has been made known to an executive
officer, as defined in Rule 3b-7 under the Exchange Act (17 CFR 240.3b-7), of the registrant.
Item 3. Audit Committee Financial Expert.
(a) (1) Disclose that the registrant’s board of directors has determined that the registrant either:
(i) Has at least one audit committee financial expert serving on its audit committee; or
(ii) Does not have an audit committee financial expert serving on its audit committee.
(2) If the registrant provides the disclosure required by paragraph (a)(1)(i) of this Item, it must disclose the name of
the audit committee financial expert and whether that person is “independent.” In order to be considered
“independent” for purposes of this Item, a member of an audit committee may not, other than in his or her capacity
as a member of the audit committee, the board of directors, or any other board committee:
(i) Accept directly or indirectly any consulting, advisory, or other compensatory fee from the issuer; or
(ii) Be an “interested person” of the investment company as defined in Section 2(a)(19) of the Act (15 U.S.C.
80a-2(a)(19)).
(3) If the registrant provides the disclosure required by paragraph (a)(1)(ii) of this Item, it must explain why it does
not have an audit committee financial expert.

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Instructions to paragraph (a).
1. The information required by this Item is only required in an annual report on Form N-CSR.
2. If the registrant’s board of directors has determined that the registrant has more than one audit committee financial
expert serving on its audit committee, the registrant may, but is not required to, disclose the names of those additional
persons. A registrant choosing to identify such persons must indicate whether they are independent pursuant to
paragraph (a)(2) of this Item.
(b) For purposes of this Item, an “audit committee financial expert” means a person who has the following attributes:
(1) An understanding of generally accepted accounting principles and financial statements;
(2) The ability to assess the general application of such principles in connection with the accounting for estimates,
accruals, and reserves;
(3) Experience preparing, auditing, analyzing, or evaluating financial statements that present a breadth and level of
complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can
reasonably be expected to be raised by the registrant’s financial statements, or experience actively supervising one
or more persons engaged in such activities;
(4) An understanding of internal control over financial reporting; and
(5) An understanding of audit committee functions.
(c) A person shall have acquired such attributes through:
(1) Education and experience as a principal financial officer, principal accounting officer, controller, public
accountant, or auditor or experience in one or more positions that involve the performance of similar functions;
(2) Experience actively supervising a principal financial officer, principal accounting officer, controller, public
accountant, auditor, or person performing similar functions;
(3) Experience overseeing or assessing the performance of companies or public accountants with respect to the
preparation, auditing, or evaluation of financial statements; or
(4) Other relevant experience.
(d) (1) A person who is determined to be an audit committee financial expert will not be deemed an “expert” for any
purpose, including without limitation for purposes of Section 11 of the Securities Act of 1933 (15 U.S.C. 77k),
as a result of being designated or identified as an audit committee financial expert pursuant to this Item.
(2) The designation or identification of a person as an audit committee financial expert pursuant to this Item does not
impose on such person any duties, obligations, or liability that are greater than the duties, obligations, and liability
imposed on such person as a member of the audit committee and board of directors in the absence of such
designation or identification.
(3) The designation or identification of a person as an audit committee financial expert pursuant to this Item does not
affect the duties, obligations, or liability of any other member of the audit committee or board of directors.
Instruction to Item 3.
If a person qualifies as an audit committee financial expert by means of having held a position described in paragraph (c)(4)
of this Item, the registrant shall provide a brief listing of that person’s relevant experience.
Item 4. Principal Accountant Fees and Services.
(a) Disclose, under the caption Audit Fees, the aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services
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that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for
those fiscal years.
(b) Disclose, under the caption Audit-Related Fees, the aggregate fees billed in each of the last two fiscal years for
assurance and related services by the principal accountant that are reasonably related to the performance of the audit
of the registrant’s financial statements and are not reported under paragraph (a) of this Item. Registrants shall describe
the nature of the services comprising the fees disclosed under this category.
(c) Disclose, under the caption Tax Fees, the aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice, and tax planning. Registrants shall
describe the nature of the services comprising the fees disclosed under this category.
(d) Disclose, under the caption All Other Fees, the aggregate fees billed in each of the last two fiscal years for products
and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this
Item. Registrants shall describe the nature of the services comprising the fees disclosed under this category.
(e) (1) Disclose the audit committee’s pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01
of Regulation S-X.
(2) Disclose the percentage of services described in each of paragraphs (b) through (d) of this Item that were approved
by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) If greater than 50 percent, disclose the percentage of hours expended on the principal accountant’s engagement to audit
the registrant’s financial statements for the most recent fiscal year that were attributed to work performed by persons
other than the principal accountant’s full-time, permanent employees.
(g) Disclose the aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and
rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio
management and is subcontracted with or overseen by another investment adviser), and any entity controlling,
controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of
the last two fiscal years of the registrant.
(h) Disclose whether the registrant’s audit committee of the board of directors has considered whether the provision of
non-audit services that were rendered to the registrant’s investment adviser (not including any subadviser whose role
is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity
controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the
registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible
with maintaining the principal accountant’s independence.
Instructions.
1. The information required by this Item 4 is only required in an annual report on this Form N-CSR.
2. For purposes of paragraphs (b), (c), and (d), registrants that are investment companies must disclose fees billed for services
rendered to the registrant and separately, disclose fees required to be approved pursuant to paragraph (c)(7)(ii) of Rule 2­
01 of Regulation S-X. Registered investment companies must also disclose the fee percentages as required by Item 4(e)(2)
for the registrant and separately, disclose the fee percentages as required by Item 4(e)(2) for the fees required to be
approved by the investment company registrant’s audit committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of
Regulation S-X.
Item 5. Audit Committee of Listed Registrants
(a) If the registrant is a listed issuer as defined in Rule 10A-3 under the Exchange Act (17 CFR 240.10A-3), state whether
or not the registrant has a separately-designated standing audit committee established in accordance with Section
3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)). If the registrant has such a committee, however
designated, identify each committee member. If the entire board of directors is acting as the registrant’s audit
committee as specified in Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)), so state.
(b) If applicable, provide the disclosure required by Rule 10A-3(d) under the Exchange Act (17 CFR 240.10A-3(d))
regarding an exemption from the listing standards for audit committees.
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Instruction. The information required by this Item is only required in an annual report on this Form N-CSR.
Item 6. Investments.
(a) File Schedule I – Investments in securities of unaffiliated issuers as of the close of the reporting period as set forth in
§ 210.1212 of Regulation S-X [17 CFR 210.12-12], unless the schedule is included as part of the report to shareholders filed
under Item 1 of this Form.
Instruction to paragraph (a).
Schedule I – Investments in securities of unaffiliated issuers filed under this Item must be audited, except that in the case of a
report on this Form N-CSR as of the end of a fiscal half-year Schedule I– Investments in securities of unaffiliated issuers need not be
audited.
(b) If the registrant has divested itself of securities in accordance with Section 13(c) of the Investment Company Act of 1940
following the filing of its last report on Form N-CSR and before filing of the current report, disclose the following
information for each such divested security:
(1) Name of the issuer;
(2) Exchange ticker symbol;
(3) Committee on Uniform Securities Identification Procedures (“CUSIP”) number;
(4) Total number of shares or, for debt securities, principal amount divested;
(5) Date(s) that the securities were divested;
(6) If the registrant holds any securities of the issuer on the date of filing, the exchange ticker symbol; CUSIP number; and
the total number of shares or, for debt securities, principal amount held on the date of filing; and
(7) Name of the statue that added the provision of Section 13(c) in accordance with which the securities were divested.
This Item 6(b) shall terminate one year after the first date on which all statutory provisions that underlie Section 13(c) of
the Investment Company Act of 1940 have terminated.
Instructions to paragraph (b).
1. This Item may be used by a registrant that divested itself of securities in accordance with Section 13(c) of the Investment
Company Act. A registrant is not required to include disclosure under this Item; however, the limitation on civil, criminal, and
administrative actions under Section 13(c) of the Investment Company Act does not apply with respect to a divestment that is
not disclosed under this Item.
2. If a registrant divests itself of securities in accordance with Section 13(c) of the Act during the period that begins on the fifth
business day before the date of filing a Form N-CSR and ends on the date of filing, it may disclose the divestment in either the
Form N-CSR or an amendment thereto that is filed not later than five business days after the date of filing the Form N-CSR.
3. For purposes of determining when a divestment should be reported under this Item, if a registrant divests its holdings in a
particular security in a related series of transactions, the registrant may deem the divestment to occur at the time of the final
transaction in the series. In that case, the registrant should report each transaction in the series on a single Form N-CSR, but
should separately state each date on which securities were divested and the total number of shares or, for debt securities,
principal amount divested, on each such date.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
A closed-end management investment company that is filing an annual report on this Form N-CSR must, unless it invests
exclusively in non-voting securities, describe the policies and procedures that it uses to determine how to vote proxies relating to
portfolio securities, including the procedures that the company uses when a vote presents a conflict between the interests of its
shareholders, on the one hand, and those of the company’s investment adviser; principal underwriter; or any affiliated person (as
defined in Section 2(a)(3) of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules thereunder) of the company,
its investment adviser, or its principal underwriter, on the other. Include any policies and procedures of the company’s investment
adviser, or any other third party, that the company uses, or that are used on the company’s behalf, to determine how to vote proxies
relating to portfolio securities.
Instruction. A company 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.
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Item 8. Portfolio Managers of Closed-End Management Investment Companies.
(a) If the registrant is a closed-end management investment company that is filing an annual report on this Form N-CSR,
provide the following information:
(1) State 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.
Instructions to paragraph (a)(1).
1. Provide the information required by this paragraph as of the date of filing of the report. Disclose the date as of
which the information is provided.
2. 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.
(2) If a Portfolio Manager required to be identified in response to paragraph (a)(1) of this Item is primarily responsible
for the day-to-day management of the portfolio of any other account, provide the following information:
(i) The Portfolio Manager’s name;
(ii) The number of other accounts managed within each of the following categories and the total assets in the
accounts managed within each category:
(A) Registered investment companies;
(B) Other pooled investment vehicles; and
(C) Other accounts.
(iii) For each of the categories in paragraph (a)(2)(ii) of this Item, the number of accounts and the total assets in
the accounts with respect to which the advisory fee is based on the performance of the account; and
(iv) A description of any material conflicts of interest that may arise in connection with the Portfolio Manager’s
management of the registrant’s investments, on the one hand, and the investments of the other accounts
included in response to paragraph (a)(2)(ii) of this Item, on the other. This description would include, for
example, material conflicts between the investment strategy of the registrant and the investment strategy of
other accounts managed by the Portfolio Manager and material conflicts in allocation of investment
opportunities between the registrant and other accounts managed by the Portfolio Manager.
Instructions to paragraph (a)(2).
1. Provide the information required by this paragraph as of the end of the registrant’s most recently completed
fiscal year, except that, in the case of any newly identified Portfolio Manager, information must be provided
as of the most recent practicable date. Disclose the date as of which the information is provided.
2. If a committee, team, or other group of persons that includes the Portfolio Manager is jointly and primarily
responsible for the day-to-day management of the portfolio of an account, include the account in responding
to paragraph (a)(2) of this Item.
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(3) Describe the structure of, and the method used to determine, the compensation of each Portfolio Manager required
to be identified in response to paragraph (a)(1) of this Item. For each type of compensation (e.g., salary, bonus,
deferred compensation, retirement plans and arrangements), describe with specificity the criteria on which that
type of compensation is based, for example, whether compensation is fixed, whether (and, if so, how) compensation
is based on the registrant’s pre- or after-tax performance over a certain time period, and whether (and, if so, how)
compensation is based on the value of assets held in the registrant’s portfolio. For example, if compensation is
based solely or in part on performance, identify any benchmark used to measure performance and state the length
of the period over which performance is measured.
Instructions to paragraph (a)(3).
1. Provide the information required by this paragraph as of the end of the registrant’s most recently completed
fiscal year, except that, in the case of any newly identified Portfolio Manager, information must be provided
as of the most recent practicable date. Disclose the date as of which the information is provided.
2. Compensation includes, without limitation, salary, bonus, deferred compensation, and pension and retirement
plans and arrangements, whether the compensation is cash or non-cash. Group life, health, hospitalization,
medical reimbursement, relocation, and pension and retirement plans and arrangements may be omitted,
provided that they do not discriminate in scope, terms, or operation in favor of the Portfolio Manager or a
group of employees that includes the Portfolio Manager and are available generally to all salaried employees.
The value of compensation is not required to be disclosed under this Item.
3. Include a description of the structure of, and the method used to determine, any compensation received by the
Portfolio Manager from the registrant, the registrant’s investment adviser, or any other source with respect
to management of the registrant and any other accounts included in the response to paragraph (a)(2)(ii) of this
Item. This description must clearly disclose any differences between the method used to determine the
Portfolio Manager’s compensation with respect to the registrant and other accounts, e.g., if the Portfolio
Manager receives part of an advisory fee that is based on performance with respect to some accounts but not
the registrant, this must be disclosed.
(4) For each Portfolio Manager required to be identified in response to paragraph (a)(1) of this Item, state the dollar
range of equity securities in the registrant beneficially owned by the Portfolio Manager using the following ranges:
none, $1-$10,000, $10,001-$50,000, $50,001-$100,000, $100,001-$500,000, $500,001-$1,000,000, or over
$1,000,000.
Instructions to paragraph (a)(4).
1. Provide the information required by this paragraph as of the end of the registrant’s most recently completed
fiscal year, except that, in the case of any newly identified Portfolio Manager, information must be provided
as of the most recent practicable date. Specify the valuation date.
2. Determine “beneficial ownership” in accordance with rule 16a-1(a)(2) under the Exchange Act (17 CFR
240.16a-1(a)(2)).
(b) If the registrant is a closed-end management investment company that is filing a report on this Form N-CSR other than
an annual report, disclose any change, as of the date of filing, in any of the Portfolio Managers identified in response
to paragraph (a)(1) of this Item in the registrant’s most recent annual report on Form N-CSR. In addition, for any newly
identified Portfolio Manager, provide the information required by paragraph (a)(1) of this Item as of the date of filing
of the report and the information required by paragraphs (a)(2), (a)(3), and (a)(4) of this Item as of the most recent
practicable date.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
(a) If the registrant is a closed-end management investment company, in the following tabular format, provide the
information specified in paragraph (b) of this Item with respect to any purchase made by or on behalf of the registrant
or any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of
shares or other units of any class of the registrant’s equity securities that is registered by the registrant pursuant to
Section 12 of the Exchange Act (15 U.S.C. 781).
Instruction to paragraph (a).
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Disclose all purchases covered by this Item, including purchases that do not satisfy the conditions of the safe harbor of Rule
10b-18 under the Exchange Act (17 CFR 240.10b-18), made in the period covered by the report. Provide disclosures
covering repurchases made on a monthly basis. For example, if the reporting period began on January 16 and ended on
July 15, the chart would show repurchases for the months from January 16 through February 15, February 16 through March
15, March 16 through April 15, April 16 through May 15, May 16 through June 15, and June 16 through July 15.
REGISTRANT PURCHASES OF EQUITY SECURITIES
Period

(a)
Total Number of
Shares (or
Units)
Purchased

(b)
Average
Price Paid per
Share (or
Unit)

(c)
Total Number of Shares
(or Units) Purchased as
Part of Publicly
Announced Plans or
Programs

(d)
Maximum Number (or
Approximate Dollar Value) of
Shares (or Units) that May Yet Be
Purchased Under the Plans or
Programs

Month #1(identify
beginning and
ending dates)
Month #2 (identify
beginning and
ending dates)
Month #3 (identify
beginning and
ending dates)
Month #4 (identify
beginning and
ending dates)
Month #5 (identify
beginning and
ending dates)
Month #6 (identify
beginning and
ending dates)
Total

(b) The table shall include the following information for each class or series of securities for each month included in the
period covered by the report:
(1) The total number of shares (or units) purchased (column (a));
Instruction to paragraph (b)(1).
Include in this column all repurchases by the registrant, including those made pursuant to publicly announced plans
or programs and those not made pursuant to publicly announced plans or programs. Briefly disclose, by footnote to
the table, the number of shares purchased other than through a publicly announced plan or program and the nature of
the transaction (e.g., whether the purchases were made in open-market transactions, tender offers, in satisfaction of
the registrant’s obligations upon exercise of outstanding put options issued by the registrant, or other transactions).
(2) The average price paid per share (or unit) (column (b));
(3) The number of shares (or units) purchased as part of publicly announced repurchase plans or programs (column
(c)); and
(4) The maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans
or programs (column (d)).
Instructions to paragraphs (b)(3) and (b)(4).
1.

In the table, disclose this information in the aggregate for all plans or programs publicly announced.

2.

By footnote to the table, indicate:
a. The date each plan or program was announced;

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b. The dollar amount (or share or unit amount) approved;
c. The expiration date (if any) of each plan or program;
d. Each plan or program that has expired during the period covered by the table; and
e. Each plan or program the registrant has determined to terminate prior to expiration, or under which the
registrant does not intend to make further purchases.
Item 10. Submission of Matters to a Vote of Security Holders.
Describe any material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of
directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of
Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)),
or this Item.
Instruction: For purposes of this Item, adoption of procedures by which shareholders may recommend nominees to the registrant’s
board of directors, where the registrant’s most recent disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation
S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item, indicated that the
registrant did not have in place such procedures, will constitute a material change.
Item 11.

Controls and Procedures.

(a) Disclose the conclusions of the registrant’s principal executive and principal financial officers, or persons performing
similar functions, regarding the effectiveness of the registrant’s disclosure controls and procedures (as defined in Rule
30a-3(c) under the Act (17 CFR 270.30a-3(c))) as of a date within 90 days of the filing date of the report that includes
the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule
30a-3(b) under the Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Exchange Act (17 CFR
240.13a-15(b) or 240.15d-15(b)).
(b) Disclose any change in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the
Act (17 CFR 270.30a-3(d)) that occurred during the second fiscal quarter of the period covered by this report that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Instruction to paragraph (b).
Until the earlier of June 30, 2005, or the date that the registrant has filed its first report on Form N-Q (17 CFR 249.332;
17 CFR 274.130), the registrant must disclose, pursuant to paragraph (b) of this Item, any change in the registrant’s internal
control over financial reporting that occurred during the registrant’s last fiscal half-year (the registrant’s second fiscal halfyear in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting.
Item 12. Exhibits.
(a) File the exhibits listed below as part of this Form.
(1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that
the registrant intends to satisfy the Item 2 requirements through filing of an exhibit.
(2) A separate certification for each principal executive and principal financial officer of the registrant as required by
Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)), exactly as set forth below:

CERTIFICATIONS
I, [identify the certifying individual], certify that:
1. I have reviewed this report on Form N-CSR of [identify registrant];
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
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3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial
statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this
report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial
reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;

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(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the
filing date of this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and
report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: _______________________________

__________________________________________________________
[Signature]
[Title]

Instruction to paragraph (a)(2).
Until the earlier of June 30, 2005, or the date that the registrant has filed its first report on Form N-Q (17 CFR 249.332;
17 CFR 274.130), in paragraph 4(d) of the certification required by Item 11(a)(2), the registrant’s certifying officers must
certify that they have disclosed in the report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal half-year (the registrant’s second fiscal half-year in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over
financial reporting.
(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act (17 CFR 270.23c-1) sent or given during
the period covered by the report by or on behalf of the registrant to 10 or more persons.
(b) If the report is filed under Section 13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 30a-2(b)
under the Act (17 CFR 270.30a-2(b)), Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR 240.13a-14(b)
or 240.15d-14(b)), and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an exhibit.
A certification furnished pursuant to this paragraph will not be deemed “filed” for purposes of Section 18 of the Exchange
Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be
incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that
the registrant specifically incorporates it by reference.
Instruction to Item 11.
Letter or number the exhibits in the sequence that they appear in this item.

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SIGNATURES
[See General Instruction F]
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant
has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) _______________________________________________________________________________________________________
By (Signature and Title)*_____________________________________________________________________________________________
Date________________________
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has
been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title)* ____________________________________________________________________________________________
Date________________________
By (Signature and Title)* ____________________________________________________________________________________________
Date________________________
*

Print the name and title of each signing officer under his or her signature.

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