Form SEC2052 Form N-1A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM N-1A
O
O
O

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. _____
Post-Effective Amendment No.____

and/or
O

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. _____
(Check appropriate box or boxes.)
(Exact Name of Registrant as Specified in Charter)
(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, including Area Code ________________________________________________________________
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering
It is proposed that this filing will become effective (check appropriate box)


immediately upon filing pursuant to paragraph (b)



on (date) pursuant to paragraph (b)



60 days after filing pursuant to paragraph (a)(1)



on (date) pursuant to paragraph (a)(1)



75 days after filing pursuant to paragraph (a)(2)

 on (date) pursuant to paragraph (a)(2) of rule 485.
If appropriate, check the following box:
 this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

Omit from the facing sheet reference to the other Act if the Registration Statement or amendment is filed under only one of the Acts.
Include the “Approximate Date of Proposed Public Offering” and “Title of Securities Being Registered” only where securities are being
registered under the Securities Act of 1933.
Form N-1A is to be used by open-end management investment companies, except insurance company separate accounts and small
business investment companies licensed under the United States Small Business Administration, to register under the Investment Company
Act of 1940 and to offer their shares under the Securities Act of 1933. The Commission has designed Form N-1A to provide investors
with information that will assist them in making a decision about investing in an investment company eligible to use the Form. The
Commission also may use the information provided on Form N-1A in its regulatory, disclosure review, inspection, and policy making
roles.

SEC 2052 (2-10)

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.

A Registrant is required to disclose the information specified by Form N-1A, and the Commission will make this information public.
A Registrant is not required to respond to the collection of information contained in Form N-1A unless the Form displays a currently
valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information
collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street,
N.E., Washington, D.C. 20549-1090. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C.
§ 3507.

CONTENTS OF FORM N-1A

Page No.

GENERAL INSTRUCTIONS
A.

Definitions..............................................................................................................................................5

B.

Filing and Use of Form N-1A...............................................................................................................5

C.

Preparation of the Registration Statement.........................................................................................6

D.

Incorporation by Reference.................................................................................................................9

PART A: INFORMATION REQUIRED IN A PROSPECTUS......................................................................10
Item 1.

Front and Back Cover Pages.............................................................................................................10

Item 2.

Risk/Return Summary: Investment Objectives/Goals .................................................................. 11

Item 3.

Risk/Return Summary: Fee Table.................................................................................................... 11

Item 4.

Risk/Return Summary: Investments, Risks, and Performance....................................................16

Item 5.

Management........................................................................................................................................19

Item 6.

Purchase and Sale of Fund Shares....................................................................................................20

Item 7.

Tax Information .................................................................................................................................20

Item 8.

Financial Intermediary Compensation.............................................................................................20

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

of Portfolio Holdings...........................................................................................................................21
Item 10. Management, Organization, and Capital Structure........................................................................22
Item 11. Shareholder Information...................................................................................................................23
Item 12. Distribution Arrangements................................................................................................................25
Item 13. Financial Highlights Information......................................................................................................27
PART B: INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION........30
Item 14. Cover Page and Table of Contents....................................................................................................30
Item 15. Fund History.......................................................................................................................................30
Item 16. Description of the Fund and Its Investments and Risks.................................................................30
Item 17. Management of the Fund...................................................................................................................32
Item 18. Control Persons and Principal Holders of Securities......................................................................40
Item 19. Investment Advisory and Other Services.........................................................................................41
Item 20. Portfolio Managers.............................................................................................................................43
Item 21. Brokerage Allocation and Other Practices.......................................................................................45
Item 22. Capital Stock and Other Securities...................................................................................................46


Page No.

Item 23. Purchase, Redemption, and Pricing of Shares.................................................................................46
Item 24. Taxation of the Fund...........................................................................................................................47
Item 25. Underwriters.......................................................................................................................................47
Item 26. Calculation of Performance Data......................................................................................................48
Item 27. Financial Statements..........................................................................................................................53
PART C: OTHER INFORMATION.................................................................................................................61
Item 28. Exhibits................................................................................................................................................61
Item 29. Persons Controlled by or Under Common Control with the Fund................................................62
Item 30. Indemnification...................................................................................................................................62
Item 31. Business and Other Connections of the Investment Adviser..........................................................62
Item 32. Principal Underwriters......................................................................................................................62
Item 33. Location of Accounts and Records....................................................................................................63
Item 34. Management Services.........................................................................................................................63
Item 35. Undertakings.......................................................................................................................................63
SIGNATURES.......................................................................................................................................................64

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A. Definitions

GENERAL INSTRUCTIONS

References to sections and rules in this Form N-1A are to the Investment Company Act of 1940 [15 U.S.C. 80a-1 et seq.] (the
“Investment Company Act”), unless otherwise indicated. Terms used in this Form N-1A have the same meaning as in the Investment
Company Act or the related rules, unless otherwise indicated. As used in this Form N-1A, the terms set out below have the following
meanings:

“Class” means a class of shares issued by a Multiple Class Fund that represents interests in the same portfolio of securities under
rule 18f-3 [17 CFR 270.18f-3] or under an order exempting the Multiple Class Fund from sections 18(f), 18(g), and 18(i) [15 U.S.C. 80a18(f), 18(g), and 18(i)].

“Exchange-Traded Fund” means a Fund or Class, the shares of which are traded on a national securities exchange, and that has
formed and operates pursuant to an exemptive order granted by the Commission or in reliance on an exemptive rule adopted by the
Commission.

“Fund” means the Registrant or a separate Series of the Registrant. When an item of Form N-1A specifically applies to a Registrant
or a Series, those terms will be used.

“Market Price” refers to the last reported sale price at which Exchange-Traded Fund shares trade on the principal U.S. market on
which the Fund’s shares are traded during a regular trading session or, if it more accurately reflects the current market value of the
Fund’s shares at the time the Fund uses to calculate its net asset value, a price within the range of the highest bid and lowest offer on
the principal U.S. market on which the Fund’s shares are traded during a regular trading session.

“Master-Feeder Fund” means a two-tiered arrangement in which one or more Funds (each a “Feeder Fund”) holds shares of a single
Fund (the “Master Fund”) in accordance with section 12(d)(1)(E) [15 U.S.C. 80a-12(d)(1)(E)].

“Money Market Fund” means a Fund that holds itself out as money market fund and meets the maturity, quality, and diversification
requirements of rule 2a-7 [17 CFR 270.2a‑7].

“Multiple Class Fund” means a Fund that has more than one Class.

“Registrant” means an open-end management investment company registered under the Investment Company Act.

“SAI” means the Statement of Additional Information required by Part B of this Form.
“Securities Act” means the Securities Act of 1933 [15 U.S.C. 77a et seq.].

“Securities Exchange Act” means the Securities Exchange Act of 1934 [15 U.S.C. 78a et seq.].

“Series” means shares offered by a Registrant that represent undivided interests in a portfolio of investments and that are preferred
over all other series of shares for assets specifically allocated to that series in accordance with rule 18f‑2(a) [17 CFR 270.18f‑2(a)].
B. Filing and Use of Form N-1A
1. What is Form N-1A used for?

Form N-1A is used by Funds, except insurance company separate accounts and small business investment companies licensed under
the United States Small Business Administration, to file:
(a) An initial registration statement under the Investment Company Act and amendments to the registration statement, including
amendments required by rule 8b-16 [17 CFR 270.8b‑16];

5

(b) An initial registration statement under the Securities Act and amendments to the registration statement, including amendments
required by section 10(a)(3) of the Securities Act [15 U.S.C. 77j(a)(3)]; or
(c) Any combination of the filings in paragraph (a) or (b).
2. What is included in the registration statement?
(a) For registration statements or amendments filed under both the Investment Company Act and the Securities Act or only
under the Securities Act, include the facing sheet of the Form, Parts A, B, and C, and the required signatures.
(b) For registration statements or amendments filed only under the Investment Company Act, include the facing sheet of the
Form, responses to all Items of Parts A (except Items 1, 2, 3, 4 and 13), B, and C (except Items 28(e) and (i) - (k)), and the
required signatures.
3. What are the fees for Form N-1A?

No registration fees are required with the filing of Form N-1A to register as an investment company under the Investment Company
Act or to register securities under the Securities Act. See section 24(f) [15 U.S.C. 80a‑24(f)] and related rule 24f-2 [17 CFR 270.24f-2].
4. What rules apply to the filing of a registration statement on Form N-1A?
(a) For registration statements and amendments filed under both the Investment Company Act and the Securities Act or only
under the Securities Act, the general rules regarding the filing of registration statements in Regulation C under the Securities
Act [17 CFR 230.400 - 230.497] apply to the filing of Form N-1A. Specific requirements concerning Funds appear in
rules 480 - 485 and 495 - 497 of Regulation C.
(b) For registration statements and amendments filed only under the Investment Company Act, the general provisions in rules
8b-1 - 8b-33 [17 CFR 270.8b-1 - 270.8b-33] apply to the filing of Form N-1A.
(c) The plain English requirements of rule 421 under the Securities Act [17 CFR 230.421] apply to prospectus disclosure in
Part A of Form N-1A. The information required by Items 2 through 8 must be provided in plain English under rule 421(d)
under the Securities Act.
(d) Regulation S-T [17 CFR 232.10 - 232.903] applies to all filings on the Commission’s Electronic Data Gathering, Analysis,
and Retrieval system (“EDGAR”).
C. Preparation of the Registration Statement
1. Administration of the Form N-1A requirements:
(a) The requirements of Form N‑1A are intended to promote effective communication between the Fund and prospective
investors. A Fund’s prospectus should clearly disclose the fundamental characteristics and investment risks of the Fund, using
concise, straightforward, and easy to understand language. A Fund should use document design techniques that promote
effective communication. The prospectus should emphasize the Fund’s overall investment approach and strategy.
(b) The prospectus disclosure requirements in Form N-1A are intended to elicit information for an average or typical investor
who may not be sophisticated in legal or financial matters. The prospectus should help investors to evaluate the risks of an
investment and to decide whether to invest in a Fund by providing a balanced disclosure of positive and negative factors.
Disclosure in the prospectus should be designed to assist an investor in comparing and contrasting the Fund with other
funds.
(c) Responses to the Items in Form N-1A should be as simple and direct as reasonably possible and should include only as
much information as is necessary to enable an average or typical investor to understand the particular characteristics
of the Fund. The prospectus should avoid: including lengthy legal and technical discussions; simply restating legal or
regulatory requirements to which Funds generally are subject; and disproportionately emphasizing possible investments
or activities of the Fund that are not a significant part of the Fund’s investment operations. Brevity is especially important
in describing the practices or aspects of the Fund’s operations that do not differ materially from those of other investment
companies. Avoid excessive detail, technical or legal terminology, and complex language. Also avoid lengthy sentences
and paragraphs that may make the prospectus difficult for many investors to understand and detract from its usefulness.


(d) The requirements for prospectuses included in Form N-1A will be administered by the Commission in a way that will allow
variances in disclosure or presentation if appropriate for the circumstances involved while remaining consistent with the
objectives of Form N-1A.
2. Form N-1A is divided into three parts:
(a) Part A. Part A includes the information required in a Fund’s prospectus under section 10(a) of the Securities Act. The purpose
of the prospectus is to provide essential information about the Fund in a way that will help investors to make informed
decisions about whether to purchase the Fund’s shares described in the prospectus. In responding to the Items in Part A,
avoid cross‑references to the SAI or shareholder reports. Cross‑references within the prospectus are most useful when
their use assists investors in understanding the information presented and does not add complexity to the prospectus.
(b) Part B. Part B includes the information required in a Fund’s SAI. The purpose of the SAI is to provide additional
information about the Fund that the Commission has concluded is not necessary or appropriate in the public interest or
for the protection of investors to be in the prospectus, but that some investors may find useful. Part B affords the Fund an
opportunity to expand discussions of the matters described in the prospectus by including additional information that the
Fund believes may be of interest to some investors. The Fund should not duplicate in the SAI information that is provided
in the prospectus, unless necessary to make the SAI comprehensible as a document independent of the prospectus.
(c) Part C. Part C includes other information required in a Fund’s registration statement.
3. Additional Matters:
(a) Organization of Information. Organize the information in the prospectus and SAI to make it easy for investors to understand.
Notwithstanding rule 421(a) under the Securities Act regarding the order of information required in a prospectus, disclose
the information required by Items 2 through 8 in numerical order at the front of the prospectus. Do not precede these Items
with any other Item except the Cover Page (Item 1) or a table of contents meeting the requirements of rule 481(c) under
the Securities Act. Information that is included in response to Items 2 through 8 need not be repeated elsewhere in the
prospectus. Disclose the information required by Item 12 (Distribution Arrangements) in one place in the prospectus.
(b) Other Information. A Fund may include, except in response to Items 2 through 8, information in the prospectus or the
SAI that is not otherwise required. For example, a Fund may include charts, graphs, or tables so long as the information is
not incomplete, inaccurate, or misleading and does not, because of its nature, quantity, or manner of presentation, obscure
or impede understanding of the information that is required to be included. Items 2 through 8 may not include disclosure
other than that required or permitted by those Items.
(c) Use of Form N-1A by More Than One Registrant, Series, or Class. Form N-1A may be used by one or more Registrants,
Series, or Classes.
(i) When disclosure is provided for more than one Fund or Class, the disclosure should be presented in a format designed
to communicate the information effectively. Except as required by paragraph (c)(ii) for Items 2 through 8, Funds may
order or group the response to any Item in any manner that organizes the information into readable and comprehensible
segments and is consistent with the intent of the prospectus to provide clear and concise information about the Funds
or Classes. Funds are encouraged to use, as appropriate, tables, side-by-side comparisons, captions, bullet points, or
other organizational techniques when presenting disclosure for multiple Funds or Classes.
(ii) Paragraph (a) requires Funds to disclose the information required by Items 2 through 8 in numerical order at the front
of the prospectus and not to precede Items 2 through 8 with other information. Except as permitted by paragraph
(c)(iii), a prospectus that contains information about more than one Fund must present all of the information required
by Items 2 through 8 for each Fund sequentially and may not integrate the information for more than one Fund together.
That is, a prospectus must present all of the information for a particular Fund that is required by Items 2 through 8
together, followed by all of the information for each additional Fund, and may not, for example, present all of the Item
2 (Risk/Return Summary: Investment Objectives/Goals) information for several Funds followed by all of the Item 3
(Risk/Return Summary: Fee Table) information for several Funds. If a prospectus contains information about multiple
Funds, clearly identify the name of the relevant Fund at the beginning of the information for the Fund that is required
by Items 2 through 8. A Multiple Class Fund may present the information required by Items 2 through 8 separately
for each Class or may integrate the information for multiple Classes, although the order of the information must be as
prescribed in Items 2 through 8. For example, the prospectus may present all of the Item 2 (Risk/Return Summary:
Investment Objectives/Goals) information for several Classes followed by all of the Item 3 (Risk/Return Summary:
Fee Table) information for the Classes, or may present Items 2 and 3 for each of several Classes sequentially. Other
7

presentations of multiple Class information also would be acceptable if they are consistent with the Form’s intent to
disclose the information required by Items 2 through 8 in a standard order at the beginning of the prospectus. For a
Multiple Class Fund, clearly identify the relevant Classes at the beginning of the Items 2 through 8 information for
those Classes.
(iii) A prospectus that contains information about more than one Fund may integrate the information required by any of
Items 6 through 8 for all of the Funds together, provided that the information contained in any Item that is integrated is
identical for all Funds covered in the prospectus. If the information required by any of Items 6 through 8 is integrated
pursuant to this paragraph, the integrated information should be presented immediately following the separate
presentations of Item 2 through 8 information for individual Funds. In addition, include a statement containing the
following information in each Fund’s separate presentation of Item 2 through 8 information, in the location where
the integrated information is omitted: “For important information about [purchase and sale of fund shares,] [tax
information,] and [financial intermediary compensation], please turn to [identify section heading and page number of
prospectus].”
(d) Modified Prospectuses for Certain Funds.
(i) A Fund may modify or omit, if inapplicable, the information required by Items 6, 11(b)‑(d) and 12(a)(2)-(5) for funds
used as investment options for:
(A) a defined contribution plan that meets the requirements for qualification under section 401(k) of the Internal
Revenue Code (26 U.S.C. 401(k));
(B) a tax-deferred arrangement under sections 403(b) or 457 of the Internal Revenue Code (26 U.S.C. 403(b) and
457); and
(C) a variable contract as defined in section 817(d) of the Internal Revenue Code (26 U.S.C. 817(d)), if covered in a
separate account prospectus.
(ii) A Fund that uses a modified prospectus under Instruction (d)(i) may:
(A) alter the legend required on the back cover page by Item 1(b)(1) to state, as applicable, that the prospectus is
intended for use in connection with a defined contribution plan, tax-deferred arrangement, or variable contract;
and
(B) modify other disclosure in the prospectus consistent with offering the Fund as a specific investment option for a
defined contribution plan, tax-deferred arrangement, or variable contract.
(iii) A Fund may omit the information required by Items 4(b)(2)(iii)(B) and (C) and 4(b)(2)(iv) if the Fund’s prospectus
will be used exclusively to offer Fund shares as investment options for one or more of the following:
(A) a defined contribution plan that meets the requirements for qualification under section 401(k) of the Internal
Revenue Code (26 U.S.C. 401(k)), a tax-deferred arrangement under section 403(b) or 457 of the Internal Revenue
Code (26 U.S.C. 403(b) or 457), a variable contract as defined in section 817(d) of the Internal Revenue Code
(26 U.S.C. 817(d)), or a similar plan or arrangement pursuant to which an investor is not taxed on his or her
investment in the Fund until the investment is sold; or
(B) persons that are not subject to the federal income tax imposed under section 1 of the Internal Revenue Code (26
U.S.C. 1), or any successor to that section.
(iv) A Fund that omits information under Instruction (d)(iii) may alter the legend required on the back cover page by
Item 1(b)(1) to state, as applicable, that the prospectus is intended for use in connection with a defined contribution
plan, tax-deferred arrangement, variable contract, or similar plan or arrangement, or persons described in Instruction
(d)(iii)(B).

8

(e) Dates. Rule 423 under the Securities Act [17 CFR 230.423] applies to the dates of the prospectus and the SAI. The SAI
should be made available at the same time that the prospectus becomes available for purposes of rules 430 and 460 under
the Securities Act [17 CFR 230.430 and 230.460].
(f) Sales Literature. A Fund may include sales literature in the prospectus so long as the amount of this information does not
add substantial length to the prospectus and its placement does not obscure essential disclosure.
(g) Interactive Data File.
(i) An Interactive Data File (§ 232.11 of this chapter) is required to be submitted to the Commission and posted on the
Fund’s Web site, if any, in the manner provided by Rule 405 of Regulation S-T (§ 232.405 of this chapter) for any
registration statement or post-effective amendment thereto on Form N-1A that includes or amends information provided
in response to Items 2, 3, or 4. The Interactive Data File must be submitted as an amendment to the registration statement to which the Interactive Data File relates. The amendment must be submitted after the registration statement or
post-effective amendment that contains the related information becomes effective but not later than 15 business days
after the effective date of that registration statement or post-effective amendment.
(ii) An Interactive Data File is required to be submitted to the Commission and posted on the Fund’s Web site, if any, in
the manner provided by Rule 405 of Regulation S-T for any form of prospectus filed pursuant to rule 497(c) or (e)
under the Securities Act [17 CFR 230.497(c) or (e)] that includes information provided in response to Items 2, 3, or
4 that varies from the registration statement. The Interactive Data File may be submitted with or up to 15 business
days subsequent to the filing made pursuant to rule 497.
(iii) An Interactive Data File is required to be posted on the Fund’s Web site for as long as the registration statement or
post-effective amendment to which the Interactive Data File relates remains current.
(iv) An Interactive Data File must be submitted as an exhibit to Form N-1A, under paragraph (i) of this Instruction, or as
an exhibit to the filing made pursuant to rule 497, under paragraph (ii) of this Instruction. The Interactive Data File
must be submitted in such a manner that will permit the information for each series and, for any information that does
not relate to all of the classes in a filing, each class of the Fund to be separately identified.
D. Incorporation by Reference
1. Specific rules for incorporation by reference in Form N-1A:
(a) A Fund may not incorporate by reference into a prospectus information that Part A of this Form requires to be included in
a prospectus, except as specifically permitted by Part A of the Form.
(b) A Fund may incorporate by reference any or all of the SAI into the prospectus (but not to provide any information required
by Part A to be included in the prospectus) without delivering the SAI with the prospectus.
(c) A Fund may incorporate by reference into the SAI or its response to Part C, information that Parts B and C require to be
included in the Fund’s registration statement.
2. General Requirements:

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 [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 411
under the Securities Act [17 CFR 230.411] (general rules on incorporation by reference in a prospectus); rule 303 of Regulation S-T
[17 CFR 232.303] (specific requirements for electronically filed documents); and rules 0‑4, 8b-23 and 8b-32 [17 CFR 270.0-4, 270.8b23 and 270.8b-32] (additional rules on incorporation by reference for Funds).

9

PART A: INFORMATION REQUIRED IN A PROSPECTUS
Item 1.

Front and Back Cover Pages

(a) Front Cover Page. Include the following information, in plain English under rule 421(d) under the Securities Act, on the outside
front cover page of the prospectus:
(1) The Fund’s name and the Class or Classes, if any, to which the prospectus relates.
(2) The exchange ticker symbol of the Fund’s shares or, if the prospectus relates to one or more Classes of the Fund’s shares,
adjacent to each such Class, the exchange ticker symbol of such Class of the Fund’s shares. If the Fund is an ExchangeTraded Fund, also identify the principal U.S. market or markets on which the Fund shares are traded.
(3) The date of the prospectus.
(4) The statement required by rule 481(b)(1) under the Securities Act.

Instruction. A Fund may include on the front cover page a statement of its investment objectives, a brief (e.g., one sentence)
description of its operations, or any additional information, subject to the requirement set out in General Instruction C.3(b).

(b) Back Cover Page. Include the following information, in plain English under rule 421(d) under the Securities Act, on the outside
back cover page of the prospectus:
(1) A statement that the SAI includes additional information about the Fund, and a statement to the following effect:

Additional information about the Fund’s investments is available in the Fund’s annual and semi-annual reports to shareholders.
In the Fund’s annual report, you will find a discussion of the market conditions and investment strategies that significantly
affected the Fund’s performance during its last fiscal year.

Explain that the SAI and the Fund’s annual and semi-annual reports are available, without charge, upon request, and explain
how shareholders in the Fund may make inquiries to the Fund. Provide a toll-free (or collect) telephone number for investors
to call: to request the SAI; to request the Fund’s annual report; to request the Fund’s semi-annual report; to request other
information about the Fund; and to make shareholder inquiries. Also, state whether the Fund makes available its SAI and
annual and semi‑annual reports, free of charge, on or through the Fund’s Web site at a specified Internet address. If the Fund
does not make its SAI and shareholder reports available in this manner, disclose the reasons why it does not do so (including,
where applicable, that the Fund does not have an Internet Web site).

Instructions.

1. A Fund may indicate, if applicable, that the SAI, annual and semi-annual reports, and other information are available by
E-mail request.

2. A Fund may indicate, if applicable, that the SAI and other information are available from a financial intermediary (such
as a broker-dealer or bank) through which shares of the Fund may be purchased or sold.

3. When a Fund (or financial intermediary through which shares of the Fund may be purchased or sold) receives a request
for the SAI, the annual report, or the semi-annual report, the Fund (or financial intermediary) must send the requested
document within 3 business days of receipt of the request, by first-class mail or other means designed to ensure equally
prompt delivery.

4. A Fund that has not yet been required to deliver an annual or semi-annual report to shareholders under rule 30e-1 [17 CFR
270.30e-1] may omit the statements required by this paragraph regarding the reports.

5. A Money Market Fund may omit the sentence indicating that a reader will find in the Fund’s annual report a discussion
of the market conditions and investment strategies that significantly affect the Fund’s performance during its last fiscal
year.
(2) A statement whether and from where information is incorporated by reference into the prospectus as permitted by General
Instruction D. Unless the information is delivered with the prospectus, explain that the Fund will provide the information
without charge, upon request (referring to the telephone number provided in response to paragraph (b)(1)).
10

Instruction. The Fund may combine the information about incorporation by reference with the statements required under
paragraph (b)(1).
(3) A statement that information about the Fund (including the SAI) can be reviewed and copied at the Commission’s Public
Reference Room in Washington, D.C., and that information on the operation of the Public Reference Room may be obtained
by calling the Commission at 1-202-551-8090. State that reports and other information about the Fund are available on
the EDGAR Database on the Commission’s Internet site at http://www.sec.gov, and that copies of this information may
be obtained, after paying a duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov, or
by writing the Commission’s Public Reference Section, Washington, D.C. 20549-1520.
(4) The Fund’s Investment Company Act file number on the bottom of the back cover page in type size smaller than that
generally used in the prospectus (e.g., 8-point modern type).

Item 2.

Risk/Return Summary: Investment Objectives/Goals

Disclose the Fund’s investment objectives or goals. A Fund also may identify its type or category (e.g., that it is a Money Market
Fund or a balanced fund).
Item 3.

Risk/Return Summary: Fee Table

Include the following information, in plain English under rule 421(d) under the Securities Act, after Item 2:

Fees and expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You
may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least
$[_________] in [name of fund family] funds. More information about these and other discounts is available from
your financial professional and in [identify section heading and page number] of the Fund’s prospectus and
[identify section heading and page number] of the Fund’s statement of additional information.

Shareholder Fees (fees paid directly from your investment)

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage

of offering price)

Maximum Deferred Sales Charge (Load) (as a percentage of ____)

Maximum Sales Charge (Load) Imposed on Reinvested Dividends

[and other Distributions] (as a percentage of ____)

Redemption Fee (as a percentage of amount redeemed, if applicable)

Exchange Fee

Maximum Account Fee

______%
______%
______%
______%

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

______%
______%

Management Fees
Distribution [and/or Service] (12b-1) Fees
Other Expenses
______________________
______%
______________________
______%
______________________
______%
Total Annual Fund Operating Expenses

______%
______%
______%

______%

Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in
other mutual funds.

11

The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of
your shares at the end of those periods. The Example also assumes that your investment has a 5% return each
year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:

1 year
$_______

3 years
$_______

5 years
$_______

10 years
$_______

You would pay the following expenses if you did not redeem your shares:

1 year
3 years
5 years
10 years

$_______

$_______

$_______

$_______

The Example does not reflect sales charges (loads) on reinvested dividends [and other distributions]. If

these sales charges (loads) were included, your costs would be higher.
Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns
over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result
in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected
in annual fund operating expenses or in the example, affect the Fund’s performance. During the most
recent fiscal year, the Fund’s portfolio turnover rate was __% of the average value of its portfolio.
Instructions.
1. General.
(a) Round all dollar figures to the nearest dollar and all percentages to the nearest hundredth of one percent.
(b) Include the narrative explanations in the order indicated. A Fund may modify the narrative explanations if the explanation
contains comparable information to that shown. The narrative explanation regarding sales charge discounts is only
required by a Fund that offers such discounts and should specify the minimum level of investment required to qualify
for a discount as disclosed in the table required by Item 12(a)(1).
(c) Include the caption “Maximum Account Fees” only if the Fund charges these fees. A Fund may omit other captions
if the Fund does not charge the fees or expenses covered by the captions.
(d) (i) If the Fund is a Feeder Fund, reflect the aggregate expenses of the Feeder Fund and the Master Fund in a single
fee table using the captions provided. In a footnote to the fee table, state that the table and Example reflect the
expenses of both the Feeder and Master Funds.
(ii) If the prospectus offers more than one Class of a Multiple Class Fund or more than one Feeder Fund that invests
in the same Master Fund, provide a separate response for each Class or Feeder Fund.
(e) If the Fund is an Exchange-Traded Fund,

(i) Modify the narrative explanation to state that investors may pay brokerage commissions on their purchases and
sales of Exchange-Traded Fund shares, which are not reflected in the example; and
(ii) If the Fund issues or redeems shares in creation units of not less than 25,000 shares each, exclude any fees charged
for the purchase and redemption of the Fund’s creation units.

2. Shareholder Fees.
(a) (i) “Maximum Deferred Sales Charge (Load)” includes the maximum total deferred sales charge (load) payable upon
redemption, in installments, or both, expressed as a percentage of the amount or amounts stated in response to
Item 12(a), except that, for a sales charge (load) based on net asset value at the time of purchase, show the sales
charge (load) as a percentage of the offering price at the time of purchase. A Fund may include in a footnote to
the table, if applicable, a tabular presentation showing the amount of deferred sales charges (loads) over time or
12

a narrative explanation of the sales charges (loads) (e.g., __% in the first year after purchase, declining to __%
in the __ year and eliminated thereafter).
(ii) If more than one type of sales charge (load) is imposed (e.g., a deferred sales charge (load) and a front-end sales
charge (load)), the first caption in the table should read “Maximum Sales Charge (Load)” and show the maximum
cumulative percentage. Show the percentage amounts and the terms of each sales charge (load) comprising that
figure on separate lines below.
(iii) If a sales charge (load) is imposed on shares purchased with reinvested capital gains distributions or returns of
capital, include the bracketed words in the third caption.
(b) “Redemption Fee” includes a fee charged for any redemption of the Fund’s shares, but does not include a deferred
sales charge (load) imposed upon redemption.
(c) “Exchange Fee” includes the maximum fee charged for any exchange or transfer of interest from the Fund to another
fund. The Fund may include in a footnote to the table, if applicable, a tabular presentation of the range of exchange
fees or a narrative explanation of the fees.
(d) “Maximum Account Fees.” Disclose account fees that may be charged to a typical investor in the Fund; fees that
apply to only a limited number of shareholders based on their particular circumstances need not be disclosed. Include
a caption describing the maximum account fee (e.g., “Maximum Account Maintenance Fee” or “Maximum Cash
Management Fee”). State the maximum annual account fee as either a fixed dollar amount or a percentage of assets.
Include in a parenthetical to the caption the basis on which any percentage is calculated. If an account fee is charged
only to accounts that do not meet a certain threshold (e.g., accounts under $5,000), the Fund may include the threshold
in a parenthetical to the caption or footnote to the table. The Fund may include an explanation of any non‑recurring
account fee in a parenthetical to the caption or in a footnote to the table.
3. Annual Fund Operating Expenses.
(a) “Management Fees” include investment advisory fees (including any fees based on the Fund’s performance), any other
management fees payable to the investment adviser or its affiliates, and administrative fees payable to the investment
adviser or its affiliates that are not included as “Other Expenses.”
(b) “Distribution [and/or Service] (12b-1) Fees” include all distribution or other expenses incurred during the most
recent fiscal year under a plan adopted pursuant to rule 12b-1 [17 CFR 270.12b-1]. Under an appropriate caption
or a subcaption of “Other Expenses,” disclose the amount of any distribution or similar expenses deducted from the
Fund’s assets other than pursuant to a rule 12b-1 plan.
(c) (i) “Other Expenses” include all expenses not otherwise disclosed in the table that are deducted from the Fund’s
assets or charged to all shareholder accounts. The amount of expenses deducted from the Fund’s assets are the
amounts shown as expenses in the Fund’s statement of operations (including increases resulting from complying
with paragraph 2(g) of rule 6-07 of Regulation S-X [17 CFR 210.6-07]).
(ii) “Other Expenses” do not include extraordinary expenses as determined under generally accepted accounting
principles (see Accounting Principles Board Opinion No. 30). If extraordinary expenses were incurred that
materially affected the Fund’s “Other Expenses,” disclose in a footnote to the table what “Other Expenses” would
have been had the extraordinary expenses been included.
(iii) The Fund may subdivide this caption into no more than three subcaptions that identify the largest expense or
expenses comprising “Other Expenses,” but must include a total of all “Other Expenses.” Alternatively, the Fund
may include the components of “Other Expenses” in a parenthetical to the caption.
(d) (i) Base the percentages of “Annual Fund Operating Expenses” on amounts incurred during the Fund’s most recent
fiscal year, but include in expenses amounts that would have been incurred absent expense reimbursement or fee
waiver arrangements. If the Fund has changed its fiscal year and, as a result, the most recent fiscal year is less
than three months, use the fiscal year prior to the most recent fiscal year as the basis for determining “Annual
Fund Operating Expenses.”

13

(ii) If there have been any changes in “Annual Fund Operating Expenses” that would materially affect the information
disclosed in the table:
(A) Restate the expense information using the current fees as if they had been in effect during the previous fiscal
year; and
(B) In a footnote to the table, disclose that the expense information in the table has been restated to reflect
current fees.
(iii) A change in “Annual Fund Operating Expenses” means either an increase or a decrease in expenses that occurred
during the most recent fiscal year or that is expected to occur during the current fiscal year. A change in “Annual
Fund Operating Expenses” does not include a decrease in operating expenses as a percentage of assets due to
economies of scale or breakpoints in a fee arrangement resulting from an increase in the Fund’s assets.
(e) If there are expense reimbursement or fee waiver arrangements that will reduce any Fund operating expenses for no
less than one year from the effective date of the Fund’s registration statement, a Fund may add two captions to the
table: one caption showing the amount of the expense reimbursement or fee waiver, and a second caption showing the
Fund’s net expenses after subtracting the fee reimbursement or expense waiver from the total fund operating expenses.
The Fund should place these additional captions directly below the “Total Annual Fund Operating Expenses” caption of
the table and should use appropriate descriptive captions, such as “Fee Waiver [and/or Expense Reimbursement]” and
“Total Annual Fund Operating Expenses After Fee Waiver [and/or Expense Reimbursement],” respectively. If the Fund
provides this disclosure, also disclose the period for which the expense reimbursement or fee waiver arrangement is
expected to continue, including the expected termination date, and briefly describe who can terminate the arrangement
and under what circumstances.
(f) (i) If the Fund (unless it is a Feeder Fund) invests in shares of one or more Acquired Funds, add a subcaption to
the “Annual Fund Operating Expenses” portion of the table directly above the subcaption titled “Total Annual
Fund Operating Expenses.” Title the additional subcaption: “Acquired Fund Fees and Expenses.” Disclose in the
subcaption fees and expenses incurred indirectly by the Fund as a result of investment in shares of one or more
Acquired Funds. For purposes of this item, an “Acquired Fund” means any company in which the Fund invests
or has invested during the relevant fiscal period that (A) is an investment company or (B) would be an investment
company under section 3(a) of the Investment Company Act (15 U.S.C. 80a-3(a)) but for the exceptions to that
definition provided for in sections 3(c)(1) and 3(c)(7) of the Investment Company Act (15 U.S.C. 80a-3(c)(1)
and 80a-3(c)(7)). If a Fund uses another term in response to other requirements of this Form to refer to Acquired
Funds, it may include that term in parentheses following the subcaption title. In the event the fees and expenses
incurred indirectly by the Fund as a result of investment in shares of one or more Acquired Funds do not exceed
0.01 percent (one basis point) of average net assets of the Fund, the Fund may include these fees and expenses
under the subcaption “Other Expenses” in lieu of this disclosure requirement.
(ii) Determine the “Acquired Fund Fees and Expenses” according to the following formula:
AFFE = [(F1/FY)*AI1* D1]+[(F2/FY)*AI2* D2]+[(F3/FY)*AI3* D3] + Transaction Fees + Incentive Allocations
Average Net Assets of the Fund
Where:
AFFE = Acquired Fund fees and expenses;
F1, F2, F3, . . . = Total annual operating expense ratio for each Acquired Fund;
FY = Number of days in the relevant fiscal year.
AI1, AI2, AI3, . . = Average invested balance in each Acquired Fund;
D1, D2, D3, . . . = Number of days invested in each Acquired Fund; and
“Transaction Fees” = The total amount of sales loads, redemption fees, or other transaction fees paid by the Fund in
connection with acquiring or disposing of shares in any Acquired Funds during the most recent fiscal year.
“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.
(iii) Calculate the average net assets of the Fund for the most recent fiscal year, as provided in Item 13(a) (see Instruction
4 to Item 13(a)).
14

(iv) The total annual operating expense ratio used for purposes of this calculation (F1) is the annualized ratio of operating
expenses to average net assets for the Acquired Fund’s most recent fiscal period as disclosed in the Acquired Fund’s
most recent shareholder report. If the ratio of expenses to average net assets is not included in the most recent
shareholder report or the Acquired Fund is a newly formed fund that has not provided a shareholder report, then
the ratio of expenses to average net assets of the Acquired Fund is the ratio of total annual operating expenses to
average annual net assets of the Acquired Fund for its most recent fiscal period as disclosed in the most recent
communication from the Acquired Fund to the Fund. For purposes of this instruction: (i) Acquired Fund expenses
include increases resulting from brokerage service and expense offset arrangements and reductions resulting from
fee waivers or reimbursements by the Acquired Funds’ investment advisers or sponsors; and (ii) Acquired Fund
expenses do not include expenses (i.e., performance fees) that are incurred solely upon the realization and/or
distribution of a gain. If an Acquired Fund has no operating history, include in the Acquired Funds’ expenses any
fees payable to the Acquired Fund’s investment adviser or its affiliates stated in the Acquired Fund’s registration
statement, offering memorandum or other similar communication without giving effect to any performance.
(v) To determine the average invested balance (AI1), the numerator is the sum of the amount initially invested in
an Acquired Fund during the most recent fiscal year (if the investment was held at the end of the previous fiscal
year, use the amount invested as of the end of the previous fiscal year) and the amounts invested in the Acquired
Fund no less frequently than monthly during the period the investment is held by the Fund (if the investment was
held through the end of the fiscal year, use each month-end through and including the fiscal yearend). 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).
(vi) A New Fund should base the Acquired Fund fees and expenses on assumptions as to the specific Acquired Funds
in which the New Fund expects to invest. Disclose in a footnote to the table that Acquired Fund fees and expenses
are based on estimated amounts for the current fiscal year.
(vii) The Fund may clarify in a footnote to the fee table that the total annual fund operating expenses under Item 3
do not correlate to the ratio of expenses to average net assets given in response to Item 13, which reflects the
operating expenses of the Fund and does not include Acquired Fund fees and expenses.

4. Example.

(a) Assume that the percentage amounts listed under “Total Annual Fund Operating Expenses” remain the same in each year
of the 1-, 3-, 5-, and 10-year periods, except that an adjustment may be made to reflect any expense reimbursement or
fee waiver arrangements that will reduce any Fund operating expenses for no less than one year from the effective date
of the Fund’s registration statement. An adjustment to reflect any expense reimbursement or fee waiver arrangement
may be reflected only in the period(s) for which the expense reimbursement or fee waiver arrangement is expected to
continue.
(b) For any breakpoint in any fee, assume that the amount of the Fund’s assets remains constant as of the level at the end
of the most recently completed fiscal year.
(c) Assume reinvestment of all dividends and distributions.
(d) Reflect recurring and non-recurring fees charged to all investors other than any exchange fees or any sales charges
(loads) on shares purchased with reinvested dividends or other distributions. If sales charges (loads) are imposed on
reinvested dividends or other distributions, include the narrative explanation following the Example and include the
bracketed words when sales charges (loads) are charged on reinvested capital gains distributions or returns of capital.
Reflect any shareholder account fees collected by more than one Fund by dividing the total amount of the fees collected
during the most recent fiscal year for all Funds whose shareholders are subject to the fees by the total average net
assets of the Funds. Add the resulting percentage to “Annual Fund Operating Expenses” and assume that it remains
the same in each of the 1-, 3-, 5-, and 10-year periods. A Fund that charges account fees based on a minimum account
requirement exceeding $10,000 may adjust its account fees based on the amount of the fee in relation to the Fund’s
minimum account requirement.
(e) Reflect any deferred sales charge (load) by assuming redemption of the entire account at the end of the year in which
the sales charge (load) is due. In the case of a deferred sales charge (load) that is based on the Fund’s net asset value
at the time of payment, assume that the net asset value at the end of each year includes the 5% annual return for that
and each preceding year.
15

(f) Include the second 1-, 3-, 5-, and 10-year periods and related narrative explanation only if a sales charge (load) or
other fee is charged upon redemption.
5. Portfolio Turnover. Disclose the portfolio turnover rate provided in response to Item 13(a) for the most recent fiscal year
(or for such shorter period as the Fund has been in operation). Disclose the period for which the information is provided
if less than a full fiscal year. A Fund that is a Money Market Fund may omit the portfolio turnover information required
by this Item.
6. New Funds. For purposes of this Item, a “New Fund” is a Fund that does not include in Form N-1A financial statements
reporting operating results or that includes financial statements for the Fund’s initial fiscal year reporting operating results
for a period of 6 months or less. The following Instructions apply to New Funds.
(a) Base the percentages expressed in “Annual Fund Operating Expenses” on payments that will be made, but include
in expenses, amounts that will be incurred without reduction for expense reimbursement or fee waiver arrangements,
estimating amounts of “Other Expenses.” Disclose in a footnote to the table that “Other Expenses” are based on
estimated amounts for the current fiscal year.
(b) Complete only the 1- and 3-year period portions of the Example and estimate any shareholder account fees
collected.
Item 4.

Risk/Return Summary: Investments, Risks, and Performance

Include the following information, in plain English under rule 421(d) under the Securities Act, in the order and subject matter indicated:
(a) Principal investment strategies of the Fund.

Based on the information given in response to Item 9(b), summarize how the Fund intends to achieve its investment objectives by
identifying the Fund’s principal investment strategies (including the type or types of securities in which the Fund invests or will
invest principally) and any policy to concentrate in securities of issuers in a particular industry or group of industries.
(b) Principal risks of investing in the Fund.
(1) Narrative Risk Disclosure.
(i) Based on the information given in response to Item 9(c), summarize the principal risks of investing in the Fund,
including the risks to which the Fund’s portfolio as a whole is subject and the circumstances reasonably likely to affect
adversely the Fund’s net asset value, yield, and total return. Unless the Fund is a Money Market Fund, disclose that
loss of money is a risk of investing in the Fund.

Instruction. A Fund may, in responding to this Item, describe the types of investors for whom the Fund is intended or the
types of investment goals that may be consistent with an investment in the Fund.
(ii) If the Fund is a Money Market Fund, state that:

An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible
to lose money by investing in the Fund.

(iii) If the Fund is advised by or sold through an insured depository institution, state that:

An investment in the Fund is not a deposit of the bank and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.

Instruction. A Money Market Fund that is advised by or sold through an insured depository institution should combine
the disclosure required by Items 4(b)(1)(ii) and (iii) in a single statement.
(iv) If applicable, state that the Fund is non-diversified, describe the effect of non‑diversification (e.g., disclose that, compared
with other funds, the Fund may invest a greater percentage of its assets in a particular issuer), and summarize the risks
of investing in a non‑diversified fund.
1

(2) Risk/Return Bar Chart and Table.
(i) Include the bar chart and table required by paragraphs (b)(2)(ii) and (iii) of this section. Provide a brief explanation of
how the information illustrates the variability of the Fund’s returns (e.g., by stating that the information provides some
indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and
by showing how the Fund’s average annual returns for 1, 5, and 10 years compare with those of a broad measure of
market performance). Provide a statement to the effect that the Fund’s past performance (before and after taxes) is not
necessarily an indication of how the Fund will perform in the future. If applicable, include a statement explaining that
updated performance information is available and providing a Web site address and/or toll-free (or collect) telephone
number where the updated information may be obtained.
(ii) If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund’s annual total returns
for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent
to the effective date of the Fund’s registration statement. Present the corresponding numerical return adjacent to each
bar. If the Fund’s fiscal year is other than a calendar year, include the year-to-date return information as of the end of
the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund’s highest and lowest
return for a quarter during the 10 years or other period of the bar chart.
(iii) If the Fund has annual returns for at least one calendar year, provide a table showing the Fund’s (A) average annual
total return; (B) average annual total return (after taxes on distributions); and (C) average annual total return (after
taxes on distributions and redemption). A Money Market Fund should show only the returns described in clause (A)
of the preceding sentence. All returns should be shown for 1-, 5-, and 10- calendar year periods ending on the date
of the most recently completed calendar year (or for the life of the Fund, if shorter), but only for periods subsequent
to the effective date of the Fund’s registration statement. The table also should show the returns of an appropriate
broad-based securities market index as defined in Instruction 5 to Item 27(b)(7) for the same periods. A Fund that has
been in existence for more than 10 years also may include returns for the life of the Fund. A Money Market Fund may
provide the Fund’s 7-day yield ending on the date of the most recent calendar year or disclose a toll-free (or collect)
telephone number that investors can use to obtain the Fund’s current 7‑day yield. For a Fund (other than a Money
Market Fund or a Fund described in General Instruction C.3.(d)(iii)), provide the information in the following table
with the specified captions:

(For the periods
ended December 31, _____)

AVERAGE ANNUAL TOTAL RETURNS

1 year

5 years
[or Life of
Fund]

Return Before Taxes

____%

___%

___%

___%

___%

___%

Return After Taxes on
Distributions and Sale of Fund Shares

___%

___%

___%

Index
(reflects no deduction for [fees,
expenses, or taxes])

___%

___%

___%

Return After Taxes on
Distributions

10 years
[or Life of
Fund]

(iv) Adjacent to the table required by paragraph 4(b)(2)(iii), provide a brief explanation that:
(A) After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do
not reflect the impact of state and local taxes;
17

(B) Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax
returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such
as 401(k) plans or individual retirement accounts;
(C) If the Fund is a Multiple Class Fund that offers more than one Class in the prospectus, after-tax returns are shown
for only one Class and after-tax returns for other Classes will vary; and
(D) If average annual total return (after taxes on distributions and redemption) is higher than average annual total
return, the reason for this result may be explained.
Instructions.
1. Bar Chart.
(a) Provide annual total returns beginning with the earliest calendar year. Calculate annual returns using the Instructions
to Item 13(a), except that the calculations should be based on calendar years. If a Fund’s shares are sold subject
to a sales load or account fees, state that sales loads or account fees are not reflected in the bar chart and that, if
these amounts were reflected, returns would be less than those shown.
(b) For a Fund that provides annual total returns for only one calendar year or for a Fund that does not include the
bar chart because it does not have annual returns for a full calendar year, modify, as appropriate, the narrative
explanation required by paragraph (b)(2)(i) (e.g., by stating that the information gives some indication of the
risks of an investment in the Fund by comparing the Fund’s performance with a broad measure of market
performance).
2. Table.
(a) Calculate a Money Market Fund’s 7-day yield under Item 26(a); the Fund’s average annual total return under
Item 26(b)(1); and the Fund’s average annual total return (after taxes on distributions) and average annual total
return (after taxes on distributions and redemption) under Items 26(b)(2) and (3), respectively.
(b) A Fund may include, in addition to the required broad-based securities market index, information for one or more
other indexes as permitted by Instruction 6 to Item 27(b)(7). If an additional index is included, disclose information
about the additional index in the narrative explanation accompanying the bar chart and table (e.g., by stating that
the information shows how the Fund’s performance compares with the returns of an index of funds with similar
investment objectives).
(c) If the Fund selects an index that is different from the index used in a table for the immediately preceding period,
explain the reason(s) for the selection of a different index and provide information for both the newly selected
and the former index.
(d) A Fund (other than a Money Market Fund) may include the Fund’s yield calculated under Item 26(b)(2). Any
Fund may include its tax-equivalent yield calculated under Item 26. If a Fund’s yield is included, provide a tollfree (or collect) telephone number that investors can use to obtain current yield information.
(e) Returns required by paragraphs 4(b)(2)(iii)(A), (B), and (C) for a Fund or Series must be adjacent to one another and
appear in that order. The returns for a broad-based securities market index, as required by paragraph 4(b)(2)(iii),
must precede or follow all of the returns for a Fund or Series rather than be interspersed with the returns of the
Fund or Series.
3. Multiple Class Funds.
(a) When a Multiple Class Fund presents information for more than one Class together in response to Item 4(b)(2),
provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to
include (e.g., the oldest Class, the Class with the greatest net assets) if the Fund:
(i) Selects the Class with 10 or more years of annual returns if other Classes have fewer than 10 years of annual
returns;

18

(ii) Selects the Class with the longest period of annual returns when the Classes all have fewer than 10 years of
returns; and
(iii) If the Fund provides annual total returns in the bar chart for a Class that is different from the Class selected
for the most immediately preceding period, explain in a footnote to the bar chart the reasons for the selection
of a different Class.
(b) When a Multiple Class Fund offers a new Class in a prospectus and separately presents information for the new
Class in response to Item 4(b)(2), include the bar chart with annual total returns for any other existing Class for the
first year that the Class is offered. Explain in a footnote that the returns are for a Class that is not presented that
would have substantially similar annual returns because the shares are invested in the same portfolio of securities
and the annual returns would differ only to the extent that the Classes do not have the same expenses. Include
return information for the other Class reflected in the bar chart in the performance table.
(c) When a Multiple Class Fund presents information for more than one Class together in response to Item 4(b)(2):
(i) Provide the returns required by paragraph 4(b)(2)(iii)(A) of this Item for each of the Classes;
(ii) Provide the returns required by paragraphs 4(b)(2)(iii)(B) and (C) of this Item for only one of those Classes.
The Fund may select the Class for which it provides the returns required by paragraphs 4(b)(2)(iii)(B) and
(C) of this Item, provided that the Fund:
(A) Selects a Class that has been offered for use as an investment option for accounts other than those
described in General Instruction C.3.(d)(iii)(A);
(B) Selects a Class described in paragraph (c)(ii)(A) of this instruction with 10 or more years of annual
returns if other Classes described in paragraph (c)(ii)(A) of this instruction have fewer than 10 years of
annual returns;
(C) Selects the Class described in paragraph (c)(ii)(A) of this instruction with the longest period of annual
returns if the Classes described in paragraph (c)(ii)(A) of this instruction all have fewer than 10 years of
returns; and
(D) If the Fund provides the returns required by paragraphs 4(b)(2)(iii)(B) and (C) of this Item for a Class
that is different from the Class selected for the most immediately preceding period, explain in a footnote
to the table the reasons for the selection of a different Class;
(iii) The returns required by paragraphs 4(b)(2)(iii)(A), (B), and (C) of this Item for the Class described in paragraph
(c)(ii) of this instruction should be adjacent and should not be interspersed with the returns of other Classes;
and
(iv) All returns shown should be identified by Class.
(d) If a Multiple Class Fund offers a Class in the prospectus that converts into another Class after a stated period,
compute average annual total returns in the table by using the returns of the other Class for the period after
conversion.
4. Change in Investment Adviser. If the Fund has not had the same investment adviser during the last 10 calendar years,
the Fund may begin the bar chart and the performance information in the table on the date that the current adviser
began to provide advisory services to the Fund subject to the conditions in Instruction 11 of Item 27(b)(7).
Item 5.

Management

(a) Investment Adviser(s). Provide the name of each investment adviser of the Fund, including sub-advisers.
Instructions.
1. A Fund need not identify a sub-adviser whose sole responsibility for the Fund is limited to day-to-day management of
the Fund’s holdings of cash and cash equivalent instruments, unless the Fund is a Money Market Fund or other Fund
with a principal investment strategy of regularly holding cash and cash equivalent instruments.
19

2. A Fund having three or more sub-advisers, each of which manages a portion of the Fund’s portfolio, need not identify
each such sub-adviser, except that the Fund must identify any sub-adviser that is (or is reasonably expected to be)
responsible for the management of a significant portion of the Fund’s net assets. For purposes of this paragraph, a
significant portion of a Fund’s net assets generally will be deemed to be 30% or more of the Fund’s net assets.
(b) Portfolio Manager(s). State the name, title, and length of service of the person or persons employed by or associated with the
Fund or an investment adviser of the Fund who are primarily responsible for the day-to-day management of the Fund’s portfolio
(“Portfolio Manager”).
Instructions.
1. This requirement does not apply to a Money Market Fund.
2. If a committee, team, or other group of persons associated with the Fund or an investment adviser of the Fund is jointly
and primarily responsible for the day-to-day management of the Fund’s portfolio, information in response to this
Item is required for each member of such committee, team, or other group. If more than five persons are jointly and
primarily responsible for the day-to-day management of the Fund’s portfolio, the Fund need only provide information
for the five persons with the most significant responsibility for the day-to-day management of the Fund’s portfolio.
Item 6.

Purchase and Sale of Fund Shares

(a) Purchase of Fund Shares. Disclose the Fund’s minimum initial or subsequent investment requirements.
(b) Sale of Fund Shares. Also disclose that the Fund’s shares are redeemable and briefly identify the procedures for redeeming
shares (e.g., on any business day by written request, telephone, or wire transfer).
(c) Exchange-Traded Funds. If the Fund is an Exchange-Traded Fund,
(i) Specify the number of shares that the Fund will issue (or redeem) in exchange for the deposit or delivery of basket
assets (i.e., the securities or other assets the Fund specifies each day in name and number as the securities or assets in
exchange for which it will issue or in return for which it will redeem Fund shares) and explain that:
(A) Individual Fund shares may only be purchased and sold on a national securities exchange through a broker-dealer;
and
(B) The price of Fund shares is based on market price, and because Exchange-Traded Fund shares trade at market
prices rather than net asset value, shares may trade at a price greater than net asset value (premium) or less than
net asset value (discount); and
(ii) If the Fund issues shares in creation units of not less than 25,000 shares each, the Fund may omit the information
required by Items 6(a) and 6(b).
Item 7.

Tax Information

State, as applicable, that the Fund intends to make distributions that may be taxed as ordinary income or capital gains or that the
Fund intends to distribute tax-exempt income. For a Fund that holds itself out as investing in securities generating tax-exempt income,
provide, as applicable, a general statement to the effect that a portion of the Fund’s distributions may be subject to federal income tax.
Item 8.

Financial Intermediary Compensation

Include the following statement. A Fund may modify the statement if the modified statement contains comparable information. A
Fund may omit the statement if neither the Fund nor any of its related companies pay financial intermediaries for the sale of Fund shares
or related services.

20

Payments to Broker-Dealers and Other Financial Intermediaries.
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies
may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing
the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson
or visit your financial intermediary’s Web site for more information.
Item 9.

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

(a) Investment Objectives. State the Fund’s investment objectives and, if applicable, state that those objectives may be changed
without shareholder approval.
(b) Implementation of Investment Objectives. Describe how the Fund intends to achieve its investment objectives. In the
discussion:
(1) Describe the Fund’s principal investment strategies, including the particular type or types of securities in which the Fund
principally invests or will invest.

Instructions.
1. A strategy includes any policy, practice, or technique used by the Fund to achieve its investment objectives.
2. Whether a particular strategy, including a strategy to invest in a particular type of security, is a principal investment
strategy depends on the strategy’s anticipated importance in achieving the Fund’s investment objectives, and how the
strategy affects the Fund’s potential risks and returns. In determining what is a principal investment strategy, consider,
among other things, the amount of the Fund’s assets expected to be committed to the strategy, the amount of the Fund’s
assets expected to be placed at risk by the strategy, and the likelihood of the Fund’s losing some or all of those assets
from implementing the strategy.
3. A negative strategy (e.g., a strategy not to invest in a particular type of security or not to borrow money) is not a
principal investment strategy.
4. Disclose any policy to concentrate in securities of issuers in a particular industry or group of industries (i.e., investing
more than 25% of a Fund’s net assets in a particular industry or group of industries).
5. Disclose any other policy specified in Item 16(c)(1) that is a principal investment strategy of the Fund.
6. Disclose, if applicable, that the Fund may, from time to time, take temporary defensive positions that are inconsistent
with the Fund’s principal investment strategies in attempting to respond to adverse market, economic, political, or
other conditions. Also disclose the effect of taking such a temporary defensive position (e.g., that the Fund may not
achieve its investment objective).
7. Disclose whether the Fund (if not a Money Market Fund) may engage in active and frequent trading of portfolio
securities to achieve its principal investment strategies. If so, explain the tax consequences to shareholders of increased
portfolio turnover, and how the tax consequences of, or trading costs associated with, a Fund’s portfolio turnover may
affect the Fund’s performance.

(2) Explain in general terms how the Fund’s adviser decides which securities to buy and sell (e.g., for an equity fund, discuss,
if applicable, whether the Fund emphasizes value or growth or blends the two approaches).

(c) Risks. Disclose the principal risks of investing in the Fund, including the risks to which the Fund’s particular portfolio as a
whole is expected to be subject and the circumstances reasonably likely to affect adversely the Fund’s net asset value, yield,
or total return.
(d) Portfolio Holdings. State that a description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s
portfolio securities is available (i) in the Fund’s SAI; and (ii) on the Fund’s website, if applicable.

21

Item 10. Management, Organization, and Capital Structure
(a) Management.
(1) Investment Adviser.
(i) Provide the name and address of each investment adviser of the Fund, including sub advisers. Describe the investment
adviser’s experience as an investment adviser and the advisory services that it provides to the Fund.
(ii) Describe the compensation of each investment adviser of the Fund as follows:
(A) If the Fund has operated for a full fiscal year, state the aggregate fee paid to the adviser for the most recent fiscal
year as a percentage of average net assets. If the Fund has not operated for a full fiscal year, state what the adviser’s
fee is as a percentage of average net assets, including any breakpoints.
(B) If the adviser’s fee is not based on a percentage of average net assets (e.g., the adviser receives a performancebased fee), describe the basis of the adviser’s compensation.
(iii) Include a statement, adjacent to the disclosure required by paragraph (a)(1)(ii) of this Item, that a discussion regarding
the basis for the board of directors approving any investment advisory contract of the Fund is available in the Fund’s
annual or semi-annual report to shareholders, as applicable, and providing the period covered by the relevant annual
or semi-annual report.
Instructions.
1. If the Fund changed advisers during the fiscal year, describe the compensation and the dates of service for each
adviser.
2. Explain any changes in the basis of computing the adviser’s compensation during the fiscal year.
3. If a Fund has more than one investment adviser, disclose the aggregate fee paid to all of the advisers, rather than the
fees paid to each adviser, in response to this Item.
(2) Portfolio Manager. For each Portfolio Manager identified in response to Item 5(b), state the Portfolio Manager’s business
experience during the past 5 years. Include a statement, adjacent to the foregoing disclosure, that the SAI provides additional
information about the Portfolio Manager’s(s’) compensation, other accounts managed by the Portfolio Manager(s), and
the Portfolio Manager’s(s’) ownership of securities in the Fund. If a Portfolio Manager is a member of a committee,
team, or other group of persons associated with the Fund or an investment adviser of the Fund that is jointly and primarily
responsible for the day-to-day management of the Fund’s portfolio, provide a brief description of the person’s role on
the committee, team, or other group (e.g., lead member), including a description of any limitations on the person’s role
and the relationship between the person’s role and the roles of other persons who have responsibility for the day-to-day
management of the Fund’s portfolio.
(3) Legal Proceedings. Describe any material pending legal proceedings, other than ordinary routine litigation incidental to the
business, to which the Fund or the Fund’s investment adviser or principal underwriter is a party. Include the name of the
court in which the proceedings are pending, the date instituted, the principal parties involved, a description of the factual
basis alleged to underlie the proceeding, and the relief sought. Include similar information as to any legal proceedings
instituted, or known to be contemplated, by a governmental authority.

Instruction. For purposes of this requirement, legal proceedings are material only to the extent that they are likely to have a
material adverse effect on the Fund or the ability of the investment adviser or principal underwriter to perform its contract with
the Fund.

(b) Capital Stock. Disclose any unique or unusual restrictions on the right freely to retain or dispose of the Fund’s shares or material
obligations or potential liabilities associated with holding the Fund’s shares (not including investment risks) that may expose
investors to significant risks.

22

Item 11. Shareholder Information
(a) Pricing of Fund Shares. Describe the procedures for pricing the Fund’s shares, including:
(1) An explanation that the price of Fund shares is based on the Fund’s net asset value and the method used to value Fund
shares (market price, fair value, or amortized cost); except that if the Fund is an Exchange-Traded Fund, an explanation
that the price of Fund shares is based on market price.

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

(b) Purchase of Fund Shares. Describe the procedures for purchasing the Fund’s shares.
(c) Redemption of Fund Shares. Describe the procedures for redeeming the Fund’s shares, including:
(1) Any restrictions on redemptions.
(2) Any redemption charges, including how these charges will be collected and under what circumstances the charges will be
waived.
(3) If the Fund has reserved the right to redeem in kind.
(4) Any procedure that a shareholder can use to sell the Fund’s shares to the Fund or its underwriter through a broker-dealer,
noting any charges that may be imposed for such service.
Instruction. The specific fees paid through the broker-dealer for such service need not be disclosed.
(5) The circumstances, if any, under which the Fund may redeem shares automatically without action by the shareholder in
accounts below a certain number or value of shares.
(6) The circumstances, if any, under which the Fund may delay honoring a request for redemption for a certain time after a
shareholder’s investment (e.g., whether a Fund does not process redemptions until clearance of the check for the initial
investment).
(7) Any restrictions on, or costs associated with, transferring shares held in street name accounts.
(d) Dividends and Distributions. Describe the Fund’s policy with respect to dividends and distributions, including any options
that shareholders may have as to the receipt of dividends and distributions.

23

(e) Frequent Purchases and Redemptions of Fund Shares.
(1) Describe the risks, if any, that frequent purchases and redemptions of Fund shares by Fund shareholders may present for
other shareholders of the Fund.
(2) State whether or not the Fund’s board of directors has adopted policies and procedures with respect to frequent purchases
and redemptions of Fund shares by Fund shareholders.
(3) If the Fund’s board of directors has not adopted any such policies and procedures, provide a statement of the specific basis
for the view of the board that it is appropriate for the Fund not to have such policies and procedures.
(4) If the Fund’s board of directors has adopted any such policies and procedures, describe those policies and procedures,
including:
(i) Whether or not the Fund discourages frequent purchases and redemptions of Fund shares by Fund shareholders;
(ii) Whether or not the Fund accommodates frequent purchases and redemptions of Fund shares by Fund shareholders;
and
(iii) Any policies and procedures of the Fund for deterring frequent purchases and redemptions of Fund shares by Fund
shareholders, including any restrictions imposed by the Fund to prevent or minimize frequent purchases and redemptions.
Describe each of these policies, procedures, and restrictions with specificity. Indicate whether each of these restrictions
applies uniformly in all cases or whether the restriction will not be imposed under certain circumstances, including
whether each of these restrictions applies to trades that occur through omnibus accounts at intermediaries, such as
investment advisers, broker-dealers, transfer agents, third party administrators, and insurance companies. Describe with
specificity the circumstances under which any restriction will not be imposed. Include a description of the following
restrictions, if applicable:
(A) Any restrictions on the volume or number of purchases, redemptions, or exchanges that a shareholder may make
within a given time period;
(B) Any exchange fee or redemption fee;
(C) Any costs or administrative or other fees or charges that are imposed on shareholders deemed to be engaged in
frequent purchases and redemptions of Fund shares, together with a description of the circumstances under which
such costs, fees, or charges will be imposed;
(D) Any minimum holding period that is imposed before an investor may make exchanges into another Fund;
(E) Any restrictions imposed on exchange or purchase requests submitted by overnight delivery, electronically, or
via facsimile or telephone; and
(F) Any right of the Fund to reject, limit, delay, or impose other conditions on exchanges or purchases or to close or
otherwise limit accounts based on a history of frequent purchases and redemptions of Fund shares, including the
circumstances under which such right will be exercised.
(5) If applicable, include a statement, adjacent to the disclosure required by paragraphs (e)(1) through (e)(4) of this Item, that
the SAI includes a description of all arrangements with any person to permit frequent purchases and redemptions of Fund
shares.
(f) Tax Consequences.
(1) Describe the tax consequences to shareholders of buying, holding, exchanging and selling the Fund’s shares, including, as
applicable, that:
(i) The Fund intends to make distributions that may be taxed as ordinary income and capital gains (which may be taxable
at different rates depending on the length of time the Fund holds its assets). If the Fund expects that its distributions,
as a result of its investment objectives or strategies, will consist primarily of ordinary income or capital gains, provide
disclosure to that effect.
24

(ii) The Fund’s distributions, whether received in cash or reinvested in additional shares of the Fund, may be subject to
federal income tax.
(iii) An exchange of the Fund’s shares for shares of another fund will be treated as a sale of the Fund’s shares and any gain
on the transaction may be subject to federal income tax.
(2) For a Fund that holds itself out as investing in securities generating tax-exempt income:
(i) Modify the disclosure required by paragraph (f)(1) to reflect that the Fund intends to distribute tax-exempt income.
(ii) Also disclose, as applicable, that:
(A) The Fund may invest a portion of its assets in securities that generate income that is not exempt from federal or
state income tax;
(B) Income exempt from federal tax may be subject to state and local income tax; and
(C) Any capital gains distributed by the Fund may be taxable.
(3) If the Fund does not expect to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code
[I.R.C. 851 et seq.], explain the tax consequences. If the Fund expects to pay an excise tax under the Internal Revenue
Code [I.R.C. 4982] with respect to its distributions, explain the tax consequences.
(g) Exchange-Traded Funds. If the Fund is an Exchange-Traded Fund:
(1) The Fund may omit from the prospectus the information required by Items 11(a)(2), (b), and (c) if the Fund issues or
redeems Fund shares in creation units of not less than 25,000 shares each; and
(2) Provide a table showing the number of days the Market Price of the Fund shares was greater than the Fund’s net asset
value and the number of days it was less than the Fund’s net asset value (i.e., premium or discount) for the most recently
completed calendar year, and the most recently completed calendar quarters since that year (or the life of the Fund, if
shorter). The Fund may omit this table if the Fund provides an Internet address at the Fund’s Web site, which is publicly
accessible, free of charge, that investors can use to obtain the premium/discount information required in this Item.

Instruction.
1. Provide the information in tabular form.
2. Express the information as a percentage of the net asset value of the Fund, using separate columns for the number of
days the Market Price was greater than the Fund’s net asset value and the number of days it was less than the Fund’s
net asset value. Round all percentages to the nearest hundredth of one percent.
3. Adjacent to the table, provide a brief explanation that: shareholders may pay more than net asset value when they
buy Fund shares and receive less than net asset value when they sell those shares, because shares are bought and sold
at current market prices.
4. Include a statement that the data presented represents past performance and cannot be used to predict future results.

Item 12. Distribution Arrangements
(a) Sales Loads.
(1) Describe any sales loads, including deferred sales loads, applied to purchases of the Fund’s shares. Include in a table any
front-end sales load (and each breakpoint in the sales load, if any) as a percentage of both the offering price and the net
amount invested.

25

Instructions.
1. If the Fund’s shares are sold subject to a front-end sales load, explain that the term “offering price” includes the frontend sales load.
2. Disclose, if applicable, that sales loads are imposed on shares, or amounts representing shares, that are purchased with
reinvested dividends or other distributions.
3. Discuss, if applicable, how deferred sales loads are imposed and calculated, including:
(a) Whether the specified percentage of the sales load is based on the offering price, or the lesser of the offering price
or net asset value at the time the sales load is paid.
(b) The amount of the sales load as a percentage of both the offering price and the net amount invested.
(c) A description of how the sales load is calculated (e.g., in the case of a partial redemption, whether or not the sales
load is calculated as if shares or amounts representing shares not subject to a sales load are redeemed first, and
other shares or amounts representing shares are then redeemed in the order purchased).
(d) If applicable, the method of paying an installment sales load (e.g., by withholding of dividend payments, involuntary
redemptions, or separate billing of a shareholder’s account).
(2) Unless disclosed in response to paragraph (a)(1), briefly describe any arrangements that result in breakpoints in, or elimination
of, sales loads (e.g., letters of intent, accumulation plans, dividend reinvestment plans, withdrawal plans, exchange privileges,
employee benefit plans, redemption reinvestment plans, and waivers for particular classes of investors). Identify each
class of individuals or transactions to which the arrangements apply and state each different breakpoint as a percentage of
both the offering price and the net amount invested. If applicable, state that additional information concerning sales load
breakpoints is available in the Fund’s SAI.
Instructions.
1. The description, pursuant to paragraph (a)(1) or (a)(2) of this Item 12, of arrangements that result in breakpoints
in, or elimination of, sales loads must include a brief summary of shareholder eligibility requirements, including a
description or list of the types of accounts (e.g., retirement accounts, accounts held at other financial intermediaries),
account holders (e.g., immediate family members, family trust accounts, solely‑controlled business accounts), and
fund holdings (e.g., funds held within the same fund complex) that may be aggregated for purposes of determining
eligibility for sales load breakpoints.
2. The description pursuant to paragraph (a)(2) of this Item 12 need not contain any information required by Items 17(d)
and 23(b).
(3) Describe, if applicable, the methods used to value accounts in order to determine whether a shareholder has met sales load
breakpoints, including the circumstances in which and the classes of individuals to whom each method applies. Methods
that should be described, if applicable, include historical cost, net amount invested, and offering price.
(4)(i)State, if applicable, that, in order to obtain a breakpoint discount, it may be necessary at the time of purchase for
a shareholder to inform the Fund or his or her financial intermediary of the existence of other accounts in which there are
holdings eligible to be aggregated to meet sales load breakpoints. Describe any information or records, such as account
statements, that it may be necessary for a shareholder to provide to the Fund or his or her financial intermediary in order
to verify his or her eligibility for a breakpoint discount. This description must include, if applicable:
(A) Information or records regarding shares of the Fund or other funds held in all accounts (e.g., retirement accounts)
of the shareholder at the financial intermediary;
(B) Information or records regarding shares of the Fund or other funds held in any account of the shareholder at
another financial intermediary; and

26

(C) Information or records regarding shares of the Fund or other funds held at any financial intermediary by related
parties of the shareholder, such as members of the same family or household.
(ii) If the Fund permits eligibility for breakpoints to be determined based on historical cost, state that a shareholder
should retain any records necessary to substantiate historical costs because the Fund, its transfer agent, and financial
intermediaries may not maintain this information.
(5) State whether the Fund makes available free of charge, on or through the Fund’s Web site at a specified Internet address,
and in a clear and prominent format, the information required by paragraphs (a)(1) through (a)(4) and Item 23(a), including
whether the Web site includes hyperlinks that facilitate access to the information. If the Fund does not make the information
required by paragraphs (a)(1) through (a)(4) and Item 23(a) available in this manner, disclose the reasons why it does not
do so (including, where applicable, that the Fund does not have an Internet Web site).

Instruction. All information required by paragraph (a) of this Item 12 must be adjacent to the table required by paragraph (a)(1) of
this Item 12; must be presented in a clear, concise, and understandable manner; and must include tables, schedules, and charts as
expressly required by paragraph (a)(1) of this Item 12 or where doing so would facilitate understanding.
(b) Rule 12b-1 Fees. If the Fund has adopted a plan under rule 12b-1, state the amount of the distribution fee payable under the
plan and provide disclosure to the following effect:
(1) The Fund has adopted a plan under rule 12b-1 that allows the Fund to pay distribution fees for the sale and distribution of
its shares; and
(2) Because these fees are paid out of the Fund’s assets on an on-going basis, over time these fees will increase the cost of
your investment and may cost you more than paying other types of sales charges.

Instruction. If the Fund pays service fees under its rule 12b-1 plan, modify this disclosure to reflect the payment of these fees (e.g.,
by indicating that the Fund pays distribution and other fees for the sale of its shares and for services provided to shareholders). For
purposes of this paragraph, service fees have the same meaning given that term under rule 2830(b)(9) of the NASD Conduct Rules
[NASD Manual (CCH) 4622].
(c) Multiple Class and Master-Feeder Funds.
(1) Describe the main features of the structure of the Multiple Class Fund or Master‑Feeder Fund.
(2) If more than one Class of a Multiple Class Fund is offered in the prospectus, provide the information required by paragraphs
(a) and (b) for each of those Classes.
(3) If a Multiple Class Fund offers in the prospectus shares that provide for mandatory or automatic conversions or exchanges
from one Class to another Class, provide the information required by paragraphs (a) and (b) for both the shares offered
and the Class into which the shares may be converted or exchanged.
(4) If a Feeder Fund has the ability to change the Master Fund in which it invests, describe briefly the circumstances under
which the Feeder Fund can do so.

Instruction. A Feeder Fund that does not have the authority to change its Master Fund need not disclose the possibility and
consequences of its no longer investing in the Master Fund.

Item 13. Financial Highlights Information
(a) Provide the following information for the Fund, or for the Fund and its subsidiaries, audited for at least the latest 5 years and
consolidated as required in Regulation S‑X [17 CFR 210].

27

Financial Highlights
The financial highlights table is intended to help you understand the Fund’s financial performance for
the past 5 years [or, if shorter, the period of the Fund’s operations]. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor
would have earned [or lost] on an investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by ___________, whose report, along with the Fund’s
financial statements, are included in [the SAI or annual report], which is available upon request.
Net Asset Value, Beginning of Period
Income From Investment Operations
Net Investment Income
Net Gains or Losses on Securities (both realized and unrealized)
Total From Investment Operations
Less Distributions
Dividends (from net investment income)
Distributions (from capital gains)
Returns of Capital
Total Distributions
Net Asset Value, End of Period
Total Return
............................................................................................................
Ratios/Supplemental Data
Net Assets, End of Period
Ratio of Expenses to Average Net Assets
Ratio of Net Income to Average Net Assets
Portfolio Turnover Rate

Instructions.
1. General.
(a) Present the information in comparative columnar form for each of the last 5 fiscal years of the Fund (or for such
shorter period as the Fund has been in operation), but only for periods subsequent to the effective date of the Fund’s
registration statement. Also present the information for the period between the end of the latest fiscal year and the
date of the latest balance sheet or statement of assets and liabilities. When a period in the table is for less than a full
fiscal year, a Fund may annualize ratios in the table and disclose that the ratios are annualized in a note to the table.
(b) List per share amounts at least to the nearest cent. If the offering price is expressed in tenths of a cent or more, then state
the amounts in the table in tenths of a cent. Present the information using a consistent number of decimal places.
(c) Include the narrative explanation before the financial information. A Fund may modify the explanation if the explanation
contains comparable information to that shown.
2. Per Share Operating Performance.
(a) Derive net investment income data by adding (deducting) the increase (decrease) per share in undistributed net investment
income for the period to (from) dividends from net investment income per share for the period. The increase (decrease)
per share may be derived by comparing the per share figures obtained by dividing undistributed net investment income at
the beginning and end of the period by the number of shares outstanding on those dates. Other methods of computing net
investment income may be acceptable. Provide an explanation in a note to the table of any other method used to compute
net investment income.

28

(b) The amount shown at the Net Gains or Losses on Securities caption is the balancing figure derived from the other
amounts in the statement. The amount shown at this caption for a share outstanding throughout the year may not
agree with the change in the aggregate gains and losses in the portfolio securities for the year because of the timing
of sales and repurchases of the Fund’s shares in relation to fluctuating market values for the portfolio.
(c) For any distributions made from sources other than net investment income and capital gains, state the per share amounts
separately at the Returns of Capital caption and note the nature of the distributions.
3. Total Return.
(a) Assume an initial investment made at the net asset value calculated on the last business day before the first day of
each period shown.
(b) Do not reflect sales loads or account fees in the initial investment, but, if sales loads or account fees are imposed, note
that they are not reflected in total return.

(c) Reflect any sales load assessed upon reinvestment of dividends or distributions.
(d) Assume a redemption at the price calculated on the last business day of each period shown.
(e) For a period less than a full fiscal year, state the total return for the period and disclose that total return is not annualized
in a note to the table.
4. Ratios/Supplemental Data.
(a) Calculate “average net assets” based on the value of the net assets determined no less frequently than the end of each
month.
(b) Calculate the Ratio of Expenses to Average Net Assets using the amount of expenses shown in the Fund’s statement
of operations for the relevant fiscal period, including increases resulting from complying with paragraph 2(g) of rule
6-07 of Regulation S-X and reductions resulting from complying with paragraphs 2(a) and (f) of rule 6-07 regarding
fee waivers and reimbursements. 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 periods ending after September 1,
1995.
(c) A Fund that is a Money Market Fund may omit the Portfolio Turnover Rate.
(d) Calculate the Portfolio Turnover Rate as follows:
(i) Divide the lesser of amounts of purchases or sales of portfolio securities for the fiscal year by the monthly average
of the value of the portfolio securities owned by the Fund during the fiscal year. Calculate the monthly average
by totaling the values of portfolio securities as of the beginning and end of the first month of the fiscal year and
as of the end of each of the succeeding 11 months and dividing the sum by 13.
(ii) Exclude from both the numerator and the denominator amounts relating to all securities, including options, whose
maturities or expiration dates at the time of acquisition were one year or less. Include all long-term securities,
including long‑term U.S. Government securities. Purchases include any cash paid upon the conversion of one
portfolio security into another and the cost of rights or warrants. Sales include net proceeds of the sale of rights
and warrants and net proceeds of portfolio securities that have been called or for which payment has been made
through redemption or maturity.
(iii) If the Fund acquired the assets of another investment company or of a personal holding company in exchange for
its own shares during the fiscal year in a purchase‑of‑assets transaction, exclude the value of securities acquired
from purchases and securities sold from sales to realign the Fund’s portfolio. Adjust the denominator of the
portfolio turnover computation to reflect these excluded purchases and sales and disclose them in a footnote.

29

(iv) Include in purchases and sales any short sales that the Fund intends to maintain for more than one year and put
and call options with expiration dates more than one year from the date of acquisition. Include proceeds from a
short sale in the value of the portfolio securities sold during the period; include the cost of covering a short sale
in the value of portfolio securities purchased during the period. Include premiums paid to purchase options in
the value of portfolio securities purchased during the reporting period; include premiums received from the sale
of options in the value of the portfolio securities sold during the period.
(b) A Fund may incorporate by reference the Financial Highlights Information from a report to shareholders under rule 30e­‑1 into
the prospectus in response to this Item if the Fund delivers the shareholder report with the prospectus or, if the report has been
previously delivered (e.g., to a current shareholder), the Fund includes the statement required by Item 1(b)(1).

PART B: INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

Item 14. Cover Page and Table of Contents
(a) Front Cover Page. Include the following information on the outside front cover page of the SAI:
(1) The Fund’s name and the Class or Classes, if any, to which the SAI relates. If the Fund is a Series, also provide the
Registrant’s name.
(2) The exchange ticker symbol of the Fund’s securities or, if the SAI relates to one or more Classes of the Fund’s securities,
adjacent to each such Class, the exchange ticker symbol of such Class of the Fund’s securities. If the Fund is an ExchangeTraded Fund, also identify the principal U.S. market or markets on which the Fund shares are traded.
(3) A statement or statements:
(i) That the SAI is not a prospectus;
(ii) How the prospectus may be obtained; and
(iii) Whether and from where information is incorporated by reference into the SAI, as permitted by General
Instruction D.

Instruction. Any information incorporated by reference into the SAI must be delivered with the SAI unless the information has
been previously delivered in a shareholder report (e.g., to a current shareholder), and the Fund states that the shareholder report
is available, without charge, upon request. Provide a toll-free (or collect) telephone number to call to request the report.
(4) The date of the SAI and of the prospectus to which the SAI relates.

(b) Table of Contents. Include under appropriate captions (and subcaptions) a list of the contents of the SAI and, when useful,
provide cross-references to related disclosure in the prospectus.
Item 15. Fund History
(a) Provide the date and form of organization of the Fund and the name of the state or other jurisdiction in which the Fund is
organized.
(b) If the Fund has engaged in a business other than that of an investment company during the past 5 years, state the nature of
the other business and give the approximate date on which the Fund commenced business as an investment company. If the
Fund’s name was changed during that period, state its former name and the approximate date on which it was changed. Briefly
describe the nature and results of any change in the Fund’s business or name that occurred in connection with any bankruptcy,
receivership, or similar proceeding, or any other material reorganization, readjustment or succession.
Item 16. Description of the Fund and Its Investments and Risks
(a) Classification. State that the Fund is an open-end, management investment company and indicate, if applicable, that the Fund
is diversified.
30

(b) Investment Strategies and Risks. Describe any investment strategies, including a strategy to invest in a particular type of
security, used by an investment adviser of the Fund in managing the Fund that are not principal strategies and the risks of those
strategies.
(c) Fund Policies.
(1) Describe the Fund’s policy with respect to each of the following:
(i) Issuing senior securities;
(ii) Borrowing money, including the purpose for which the proceeds will be used;
(iii) Underwriting securities of other issuers;
(iv) Concentrating investments in a particular industry or group of industries;
(v) Purchasing or selling real estate or commodities;
(vi) Making loans; and
(vii) Any other policy that the Fund deems fundamental or that may not be changed without shareholder approval, including,
if applicable, the Fund’s investment objectives.

Instruction. If the Fund reserves freedom of action with respect to any practice specified in paragraph (c)(1), state the maximum
percentage of assets to be devoted to the practice and disclose the risks of the practice.
(2) State whether shareholder approval is necessary to change any policy specified in paragraph (c)(1). If so, describe the vote
required to obtain this approval.

(d) Temporary Defensive Position. Disclose, if applicable, the types of investments that a Fund may make while assuming a
temporary defensive position described in response to Item 9(b).
(e) Portfolio Turnover. Explain any significant variation in the Fund’s portfolio turnover rates over the two most recently completed
fiscal years or any anticipated variation in the portfolio turnover rate from that reported for the last fiscal year in response to
Item 13.
Instruction. This paragraph does not apply to a Money Market Fund.
(f) Disclosure of Portfolio Holdings.
(1) Describe the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities to any person,
including:
(i) How the policies and procedures apply to disclosure to different categories of persons, including individual investors,
institutional investors, intermediaries that distribute the Fund’s shares, third-party service providers, rating and ranking
organizations, and affiliated persons of the Fund;
(ii) Any conditions or restrictions placed on the use of information about portfolio securities that is disclosed, including
any requirement that the information be kept confidential or prohibitions on trading based on the information, and any
procedures to monitor the use of this information;
(iii) The frequency with which information about portfolio securities is disclosed, and the length of the lag, if any, between
the date of the information and the date on which the information is disclosed;
(iv) Any policies and procedures with respect to the receipt of compensation or other consideration by the Fund, its
investment adviser, or any other party in connection with the disclosure of information about portfolio securities;

31

(v) The individuals or categories of individuals who may authorize disclosure of the Fund’s portfolio securities (e.g.,
executive officers of the Fund);
(vi) The procedures that the Fund uses to ensure that disclosure of information about portfolio securities is in the best
interests of Fund shareholders, including procedures to address conflicts between the interests of Fund shareholders,
on the one hand, and those of the Fund’s investment adviser; principal underwriter; or any affiliated person of the
Fund, its investment adviser, or its principal underwriter, on the other; and
(vii) The manner in which the board of directors exercises oversight of disclosure of the Fund’s portfolio securities.

Instruction. Include any policies and procedures of the Fund’s investment adviser, or any other third party, that the Fund uses,
or that are used on the Fund’s behalf, with respect to the disclosure of the Fund’s portfolio securities to any person.
(2) Describe any ongoing arrangements to make available information about the Fund’s portfolio securities to any person,
including the identity of the persons who receive information pursuant to such arrangements. Describe any compensation
or other consideration received by the Fund, its investment adviser, or any other party in connection with each such
arrangement, and provide the information described by paragraphs (f)(1)(ii), (iii), and (v) of this Item with respect to such
arrangements.

Instructions.
1. The consideration required to be disclosed by Item 16(f)(2) includes any agreement to maintain assets in the Fund
or in other investment companies or accounts managed by the investment adviser or by any affiliated person of the
investment adviser.
2. The Fund is not required to describe an ongoing arrangement to make available information about the Fund’s portfolio
securities pursuant to this Item, if, not later than the time that the Fund makes the portfolio securities information
available to any person pursuant to the arrangement, the Fund discloses the information in a publicly available filing
with the Commission that is required to include the information.
3. The Fund is not required to describe an ongoing arrangement to make available information about the Fund’s portfolio
securities pursuant to this Item if:
(a) the Fund makes the portfolio securities information available to any person pursuant to the arrangement no earlier
than the day next following the day on which the Fund makes the information available on its website in the
manner specified in its prospectus pursuant to paragraph (b); and
(b) the Fund has disclosed in its current prospectus that the portfolio securities information will be available on its
website, including (1) the nature of the information that will be available, including both the date as of which the
information will be current (e.g., month-end) and the scope of the information (e.g., complete portfolio holdings,
Fund’s largest 20 holdings); (2) the date when the information will first become available and the period for
which the information will remain available, which shall end no earlier than the date on which the Fund files its
Form N-CSR or Form N-Q with the Commission for the period that includes the date as of which the website
information is current; and (3) the location on the Fund’s website where either the information or a prominent
hyperlink (or series of prominent hyperlinks) to the information will be available.

Item 17. Management of the Fund
Instructions.
1. For purposes of this Item 17, the terms below have the following meanings:
(a) The term “family of investment companies” means any two or more registered investment companies that:
(1) Share the same investment adviser or principal underwriter; and
(2) Hold themselves out to investors as related companies for purposes of investment and investor services.
(b) The term “fund complex” means two or more registered investment companies that:
32

(1) Hold themselves out to investors as related companies for purposes of investment and investor services; or
(2) Have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser
of any of the other registered investment companies.
(c) The term “immediate family member” means a person’s spouse; child residing in the person’s household (including
step and adoptive children); and any dependent of the person, as defined in section 152 of the Internal Revenue
Code (26 U.S.C. 152).
(d) The term “officer” means the president, vice-president, secretary, treasurer, controller, or any other officer who performs
policy-making functions.
2. When providing information about directors, furnish information for directors who are interested persons of the Fund separately
from the information for directors who are not interested persons of the Fund. For example, when furnishing information in a
table, you should provide separate tables (or separate sections of a single table) for directors who are interested persons and for
directors who are not interested persons. When furnishing information in narrative form, indicate by heading or otherwise the
directors who are interested persons and the directors who are not interested persons.
(a) Management Information.
(1) Provide the information required by the following table for each director and officer of the Fund, and, if the Fund has
an advisory board, member of the board. Explain in a footnote to the table any family relationship between the persons
listed.

(1)

(2)

Name,
Position(s)

Address,
Held with

and Age
Fund

(3)

(4)

Term of
Principal
Office and
Occupation(s)
Length of
During Past 5
Time
Years
Served

(5)

(6)

Number of
Portfolios in
Fund
Complex
Overseen by
Director

Other
Directorships
Held by
Director

Instructions.
1. For purposes of this paragraph, the term “family relationship” means any relationship by blood, marriage, or adoption,
not more remote than first cousin.
2. For each director who is an interested person of the Fund, describe, in a footnote or otherwise, the relationship, events,
or transactions by reason of which the director is an interested person.
3. State the principal business of any company listed under column (4) unless the principal business is implicit in its
name.
4. Indicate in column (6) directorships not included in column (5) that are held by a director in any company with a
class of securities registered pursuant to section 12 of the Securities Exchange Act (15 U.S.C. 78l) or subject to the
requirements of section 15(d) of the Securities Exchange Act (15 U.S.C. 78o(d)) or any company registered as an
investment company under the Investment Company Act, and name the companies in which the directorships are
held. Where the other directorships include directorships overseeing two or more portfolios in the same fund complex,
identify the fund complex and provide the number of portfolios overseen as a director in the fund complex rather than
listing each portfolio separately.
(2) For each individual listed in column (1) of the table required by paragraph (a)(1) of this Item 17, except for any director
who is not an interested person of the Fund, describe any positions, including as an officer, employee, director, or general
partner, held with affiliated persons or principal underwriters of the Fund.

33

Instruction.

When an individual holds the same position(s) with two or more registered investment companies that are part of the same fund
complex, identify the fund complex and provide the number of registered investment companies for which the position(s) are
held rather than listing each registered investment company separately.
(3) Describe briefly any arrangement or understanding between any director or officer and any other person(s) (naming the
person(s)) pursuant to which he was selected as a director or officer.

Instruction. Do not include arrangements or understandings with directors or officers acting solely in their capacities as such.

(b) Leadership Structure and Board of Directors.
(1) Briefly describe the leadership structure of the Fund’s board, including the responsibilities of the board of directors with
respect to the Fund’s management and whether the chairman of the board is an interested person of the Fund. If the
chairman of the board is an interested person of the Fund, disclose whether the Fund has a lead independent director and
what specific role the lead independent director plays in the leadership of the Fund. This disclosure should indicate why
the Fund has determined that its leadership structure is appropriate given the specific characteristics or circumstances
of the Fund. In addition, disclose the extent of the board’s role in the risk oversight of the Fund, such as how the board
administers its oversight function and the effect that this has on the board’s leadership structure.

(2) Identify the standing committees of the Fund’s board of directors, and provide the following information about each
committee:
(i) A concise statement of the functions of the committee;
(ii) The members of the committee;
(iii) The number of committee meetings held during the last fiscal year; and
(iv) If the committee is a nominating or similar committee, state whether the committee will consider nominees
recommended by security holders and, if so, describe the procedures to be followed by security holders in submitting
recommendations.
(3) (i) Unless disclosed in the table required by paragraph (a)(1) of this Item 17, describe any positions, including as an
officer, employee, director, or general partner, held by any director who is not an interested person of the Fund, or
immediate family member of the director, during the two most recently completed calendar years with:
(A) The Fund;
(B) An investment company, or a person that would be an investment company but for the exclusions provided by
sections 3(c)(1) and 3(c)(7) (15 U.S.C. 80a-3(c)(1) and (c)(7)), having the same investment adviser or principal
underwriter as the Fund or having an investment adviser or principal underwriter that directly or indirectly controls,
is controlled by, or is under common control with an investment adviser or principal underwriter of the Fund;
(C) An investment adviser, principal underwriter, or affiliated person of the Fund; or
(D) Any person directly or indirectly controlling, controlled by, or under common control with an investment adviser
or principal underwriter of the Fund.
(ii) Unless disclosed in the table required by paragraph (a)(1) of this Item 17 or in response to paragraph (b)(3)(i) of this
Item 17, indicate any directorships held during the past five years by each director in any company with a class of
securities registered pursuant to section 12 of the Securities Exchange Act (15 U.S.C. 78l) or subject to the requirements
of section 15(d) of the Securities Exchange Act (15 U.S.C. 78o(d)) or any company registered as an investment company
under the Investment Company Act, and name the companies in which the directorships were held.

34

Instruction. When an individual holds the same position(s) with two or more portfolios that are part of the same fund
complex, identify the fund complex and provide the number of portfolios for which the position(s) are held rather than listing
each portfolio separately.
(4) For each director, state the dollar range of equity securities beneficially owned by the director as required by the following
table:
(i) In the Fund; and
(ii) On an aggregate basis, in any registered investment companies overseen by the director within the same family of
investment companies as the Fund.

(1)

(2)

Name of

Dollar Range of Equity Securities

Director
in the Fund

(3)
Aggregate Dollar Range of Equity
Securities in All Registered
Investment Companies Overseen
by Director in Family of
Investment Companies

Instructions.
1. Information should be provided as of the end of the most recently completed calendar year. Specify the valuation date
by footnote or otherwise.
2. Determine “beneficial ownership” in accordance with rule 16a-1(a)(2) under the Exchange Act (17 CFR 240.16a1(a)(2)).
3. If the SAI covers more than one Fund or Series, disclose in column (2) the dollar range of equity securities beneficially
owned by a director in each Fund or Series overseen by the director.
4. In disclosing the dollar range of equity securities beneficially owned by a director in columns (2) and (3), use the
following ranges: none, $1-$10,000, $10,001-$50,000, $50,001-$100,000, or over $100,000.
(5) For each director who is not an interested person of the Fund, and his immediate family members, furnish the information
required by the following table as to each class of securities owned beneficially or of record in:
(i) An investment adviser or principal underwriter of the Fund; or
(ii) A person (other than a registered investment company) directly or indirectly controlling, controlled by, or under
common control with an investment adviser or principal underwriter of the Fund:

(1)

Name of

Director

(2)

(3)

Name of
Company
Owners and
Relationships
to Director

(4)

(5)

(6)

Title of
Class

Value of
Securities

Percent of
Class

Instructions.
1. Information should be provided as of the end of the most recently completed calendar year. Specify the valuation date
by footnote or otherwise.
2. An individual is a “beneficial owner” of a security if he is a “beneficial owner” under either rule 13d-3 or rule 16a1(a)(2) under the Exchange Act (17 CFR 240.13d-3 or 240.16a-1(a)(2)).
3. Identify the company in which the director or immediate family member of the director owns securities in column
(3). When the company is a person directly or indirectly controlling, controlled by, or under common control with
an investment adviser or principal underwriter, describe the company’s relationship with the investment adviser or
principal underwriter.
35

4. Provide the information required by columns (5) and (6) on an aggregate basis for each director and his immediate
family members.
(6) Unless disclosed in response to paragraph (b)(5) of this Item 17, describe any direct or indirect interest, the value of which
exceeds $120,000, of each director who is not an interested person of the Fund, or immediate family member of the director,
during the two most recently completed calendar years, in:
(i) An investment adviser or principal underwriter of the Fund; or
(ii) A person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common
control with an investment adviser or principal underwriter of the Fund.
Instructions.
1. A director or immediate family member has an interest in a company if he is a party to a contract, arrangement, or
understanding with respect to any securities of, or interest in, the company.
2. The interest of the director and the interests of his immediate family members should be aggregated in determining
whether the value exceeds $120,000.
(7) Describe briefly any material interest, direct or indirect, of any director who is not an interested person of the Fund, or
immediate family member of the director, in any transaction, or series of similar transactions, during the two most recently
completed calendar years, in which the amount involved exceeds $120,000 and to which any of the following persons was
a party:
(i) The Fund;
(ii) An officer of the Fund;
(iii) An investment company, or a person that would be an investment company but for the exclusions provided by sections
3(c)(1) and 3(c)(7) (15 U.S.C. 80a-3(c)(1) and (c)(7)), having the same investment adviser or principal underwriter as
the Fund or having an investment adviser or principal underwriter that directly or indirectly controls, is controlled by,
or is under common control with an investment adviser or principal underwriter of the Fund;
(iv) An officer of an investment company, or a person that would be an investment company but for the exclusions provided
by sections 3(c)(1) and 3(c)(7) (15 U.S.C. 80a-3(c)(1) and (c)(7)), having the same investment adviser or principal
underwriter as the Fund or having an investment adviser or principal underwriter that directly or indirectly controls, is
controlled by, or is under common control with an investment adviser or principal underwriter of the Fund;
(v) An investment adviser or principal underwriter of the Fund;
(vi) An officer of an investment adviser or principal underwriter of the Fund;
(vii) A person directly or indirectly controlling, controlled by, or under common control with an investment adviser or
principal underwriter of the Fund; or
(viii)An officer of a person directly or indirectly controlling, controlled by, or under common control with an investment
adviser or principal underwriter of the Fund.
Instructions.
1. Include the name of each director or immediate family member whose interest in any transaction or series of similar
transactions is described and the nature of the circumstances by reason of which the interest is required to be
described.
2. State the nature of the interest, the approximate dollar amount involved in the transaction, and, where practicable, the
approximate dollar amount of the interest.
3. In computing the amount involved in the transaction or series of similar transactions, include all periodic payments in
the case of any lease or other agreement providing for periodic payments.
3

4. Compute the amount of the interest of any director or immediate family member of the director without regard to the
amount of profit or loss involved in the transaction(s).
5. As to any transaction involving the purchase or sale of assets, state the cost of the assets to the purchaser and, if acquired
by the seller within two years prior to the transaction, the cost to the seller. Describe the method used in determining
the purchase or sale price and the name of the person making the determination.
6. Disclose indirect, as well as direct, material interests in transactions. A person who has a position or relationship with,
or interest in, a company that engages in a transaction with one of the persons listed in paragraphs (b)(7)(i) through
(b)(7)(viii) of this Item 17 may have an indirect interest in the transaction by reason of the position, relationship, or
interest. The interest in the transaction, however, will not be deemed “material” within the meaning of paragraph
(b)(7) of this Item 17 where the interest of the director or immediate family member arises solely from the holding of
an equity interest (including a limited partnership interest, but excluding a general partnership interest) or a creditor
interest in a company that is a party to the transaction with one of the persons specified in paragraphs (b)(7)(i) through
(b)(7)(viii) of this Item 17, and the transaction is not material to the company.
7. The materiality of any interest is to be determined on the basis of the significance of the information to investors in
light of all the circumstances of the particular case. The importance of the interest to the person having the interest,
the relationship of the parties to the transaction with each other, and the amount involved in the transaction are among
the factors to be considered in determining the significance of the information to investors.
8. No information need be given as to any transaction where the interest of the director or immediate family member
arises solely from the ownership of securities of a person specified in paragraphs (b)(7)(i) through (b)(7)(viii) of this
Item 17 and the director or immediate family member receives no extra or special benefit not shared on a pro rata
basis by all holders of the class of securities.
9. Transactions include loans, lines of credit, and other indebtedness. For indebtedness, indicate the largest aggregate
amount of indebtedness outstanding at any time during the period, the nature of the indebtedness and the transaction
in which it was incurred, the amount outstanding as of the end of the most recently completed calendar year, and the
rate of interest paid or charged.
10. No information need be given as to any routine, retail transaction. For example, the Fund need not disclose that a
director has a credit card, bank or brokerage account, residential mortgage, or insurance policy with a person specified
in paragraphs (b)(7)(i) through (b)(7)(viii) of this Item 17 unless the director is accorded special treatment.
(8) Describe briefly any direct or indirect relationship, in which the amount involved exceeds $120,000, of any director who
is not an interested person of the Fund, or immediate family member of the director, that existed at any time during the
two most recently completed calendar years with any of the persons specified in paragraphs (b)(7)(i) through (b)(7)(viii)
of this Item 17. Relationships include:
(i) Payments for property or services to or from any person specified in paragraphs (b)(7)(i) through (b)(7)(viii) of this
Item 17;
(ii) Provision of legal services to any person specified in paragraphs (b)(7)(i) through (b)(7)(viii) of this Item 17;
(iii) Provision of investment banking services to any person specified in paragraphs (b)(7)(i) through (b)(7)(viii) of this
Item 17, other than as a participating underwriter in a syndicate; and
(iv) Any consulting or other relationship that is substantially similar in nature and scope to the relationships listed in
paragraphs (b)(8)(i) through (b)(8)(iii) of this Item 17.
Instructions.
1. Include the name of each director or immediate family member whose relationship is described and the nature of the
circumstances by reason of which the relationship is required to be described.
2. State the nature of the relationship and the amount of business conducted between the director or immediate family
member and the person specified in paragraphs (b)(7)(i) through (b)(7)(viii) of this Item 17 as a result of the relationship
during the two most recently completed calendar years.
37

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

38

(1) Provide the information required by the following table:
Compensation Table
(1)

(2)

(3)

(4)

Name of
Aggregate
Pension or
Estimated Annual

Person, Position Compensation From Retirement
Benefits Upon

Fund
Benefits Accrued
Retirement

As Part of Funds

Expenses

(5)
Total Compensation
From Fund and Fund
Complex Paid to
Directors

Instructions.
1. For column (1), indicate, as necessary, the capacity in which the remuneration is received. For Compensated Persons
who are directors of the Fund, compensation is amounts received for service as a director.
2. If the Fund has not completed its first full year since its organization, provide the information for the current fiscal
year, estimating future payments that would be made under an existing agreement or understanding. Disclose in a
footnote to the Compensation Table the period for which the information is given.
3. Include in column (2) amounts deferred at the election of the Compensated Person, whether under a plan established
under section 401(k) of the Internal Revenue Code [I.R.C. 401(k)] or otherwise, for the fiscal year in which earned.
Disclose in a footnote to the Compensation Table the total amount of deferred compensation (including interest)
payable to or accrued for any Compensated Person.
4. Include in columns (3) and (4) all pension or retirement benefits proposed to be paid under any existing plan in the
event of retirement at normal retirement date, directly or indirectly, by the Fund, any of its subsidiaries, or other
investment companies in the Fund Complex. Omit column (4) when 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 any other investment companies.
(2) Describe briefly the material provisions of any pension, retirement, or other plan or any arrangement, other than fee
arrangements disclosed in paragraph (c)(1), under which the Compensated Persons are or may be compensated for services
provided, including amounts paid, if any, to the Compensated Person under these arrangements during the most recently
completed fiscal year. Specifically include the criteria used to determine amounts payable under the plan, the length of
service or vesting period required by the plan, the retirement age or other event that gives rise to payment under the plan,
and whether the payment of benefits is secured or funded by the Fund.

(d) Sales Loads. Disclose any arrangements that result in breakpoints in, or elimination of, sales loads for directors and other
affiliated persons of the Fund. Identify each class of individuals and transactions to which the arrangements apply and state
each different breakpoint as a percentage of both the offering price and the net amount invested of the Fund’s shares. Explain,
as applicable, the reasons for the difference in the price at which securities are offered generally to the public, and the prices
at which securities are offered to directors and other affiliated persons of the Fund.
(e) Codes of Ethics. Provide a brief statement disclosing whether the Fund and its investment adviser and principal underwriter
have adopted codes of ethics under rule 17j-1 of the Investment Company Act [17 CFR 270.17j-1] and whether these codes of
ethics permit personnel subject to the codes to invest in securities, including securities that may be purchased or held by the
Fund.

Instruction: A Fund that is not required to adopt a code of ethics under rule 17j-1 of the Investment Company Act is not required
to respond to this item.
39

(f) Proxy Voting Policies. Unless the Fund invests exclusively in non-voting securities, describe the policies and procedures that
the Fund uses to determine how to vote proxies relating to portfolio securities, including the procedures that the Fund uses
when a vote presents a conflict between the interests of Fund shareholders, on the one hand, and those of the Fund’s investment
adviser; principal underwriter; or any affiliated person of the Fund, its investment adviser, or its principal underwriter, on the
other. Include any policies and procedures of the Fund’s investment adviser, or any other third party, that the Fund uses, or
that are used on the Fund’s behalf, to determine how to vote proxies relating to portfolio securities. Also, state that information
regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is
available (1) without charge, upon request, by calling a specified toll-free (or collect) telephone number; or on or through the
Fund’s website at a specified Internet address; or both; and (2) on the Commission’s website at http://www.sec.gov.
Instructions.
1. A Fund may satisfy the requirement to provide a description of the policies and procedures that it uses to determine how
to vote proxies relating to portfolio securities by including a copy of the policies and procedures themselves.
2. If a Fund discloses that the Fund’s proxy voting record is available by calling a toll-free (or collect) telephone number, and
the Fund (or financial intermediary through which shares of the Fund may be purchased or sold) receives a request for this
information, the Fund (or financial intermediary) must send the information disclosed in the Fund’s most recently filed
report on Form N-PX, within three business days of receipt of the request, by first-class mail or other means designed to
ensure equally prompt delivery.
3. If a Fund discloses that the Fund’s proxy voting record is available on or through its website, the Fund must make available
free of charge the information disclosed in the Fund’s most recently filed report on Form N-PX on or through its website
as soon as reasonably practicable after filing the report with the Commission. The information disclosed in the Fund’s
most recently filed report on Form N-PX must remain available on or through the Fund’s website for as long as the Fund
remains subject to the requirements of Rule 30b1-4 (17 CFR 270.30b1-4) and discloses that the Fund’s proxy voting record
is available on or through its website.
Item 18. Control Persons and Principal Holders of Securities

Provide the following information as of a specified date no more than 30 days prior to the date of filing the registration statement
or an amendment.
(a) Control Persons. State the name and address of each person who controls the Fund and explain the effect of that control on
the voting rights of other security holders. For each control person, state the percentage of the Fund’s voting securities owned
or any other basis of control. If the control person is a company, give the jurisdiction under the laws of which it is organized.
List all parents of the control person.

Instruction. For purposes of this paragraph, “control” means (i) the beneficial ownership, either directly or through one or more
controlled companies, of more than 25% of the voting securities of a company; (ii) the acknowledgment or assertion by either the
controlled or controlling party of the existence of control; or (iii) an adjudication under section 2(a)(9), which has become final,
that control exists.
(b) Principal Holders. State the name, address, and percentage of ownership of each person who owns of record or is known by
the Fund to own beneficially 5% or more of any Class of the Fund’s outstanding equity securities.

Instructions.
1. Calculate the percentages based on the amount of securities outstanding.
2. If securities are being registered under or in connection with a plan of acquisition, reorganization, readjustment or succession,
indicate, as far as practicable, the ownership that would result from consummation of the plan based on present holdings
and commitments.
3. Indicate whether the securities are owned of record, beneficially, or both. Show the respective percentage owned in each manner.
(c) Management Ownership. State the percentage of the Fund’s equity securities owned by all officers, directors, and members
of any advisory board of the Fund as a group. If the amount owned by directors and officers as a group is less than 1% of the
40

Class, provide a statement to that effect.
Item 19. Investment Advisory and Other Services
(a) Investment Advisers. Disclose the following information with respect to each investment adviser:
(1) The name of any person who controls the adviser, the basis of the person’s control, and the general nature of the person’s
business. Also disclose, if material, the business history of any organization that controls the adviser.
(2) The name of any affiliated person of the Fund who also is an affiliated person of the adviser, and a list of all capacities in
which the person is affiliated with the Fund and with the adviser.

Instruction. If an affiliated person of the Fund alone or together with others controls the adviser, state that fact. It is not necessary
to provide the amount or percentage of the outstanding voting securities owned by the controlling person.
(3) The method of calculating the advisory fee payable by the Fund including:
(i) The total dollar amounts that the Fund paid to the adviser (aggregated with amounts paid to affiliated advisers, if any),
and any advisers who are not affiliated persons of the adviser, under the investment advisory contract for the last three
fiscal years;
(ii) If applicable, any credits that reduced the advisory fee for any of the last three fiscal years; and
(iii) Any expense limitation provision.

Instructions.
1. If the advisory fee payable by the Fund varies depending on the Fund’s investment performance in relation to a standard,
describe the standard along with a fee schedule in tabular form. The Fund may include examples showing the fees
that the adviser would earn at various levels of performance as long as the examples include calculations showing the
maximum and minimum fee percentages that could be earned under the contract.
2. State separately each type of credit or offset.
3. When a Fund is subject to more than one expense limitation provision, describe only the most restrictive provision.
4. For a Registrant with more than one Series, or a Multiple Class Fund, describe the methods of allocation and payment
of advisory fees for each Series or Class.

(b) Principal Underwriter. State the name and principal business address of any principal underwriter for the Fund. Disclose, if
applicable, that an affiliated person of the Fund is an affiliated person of the principal underwriter and identify the affiliated
person.
(c) Services Provided by Each Investment Adviser and Fund Expenses Paid by Third Parties.
(1) Describe all services performed for or on behalf of the Fund supplied or paid for wholly or in substantial part by each
investment adviser.
(2) Describe all fees, expenses, and costs of the Fund that are to be paid by persons other than an investment adviser or the
Fund, and identify those persons.
(d) Service Agreements. Summarize the substantive provisions of any other management‑related service contract that may be of
interest to a purchaser of the Fund’s shares, under which services are provided to the Fund, indicating the parties to the contract,
and the total dollars paid and by whom for the past three years.

Instructions.
1. The term “management-related service contract” includes any contract with the Fund to keep, prepare, or file accounts,
books, records, or other documents required under federal or state law, or to provide any similar services with respect to
41

the daily administration of the Fund, but does not include the following:
(a) Any contract with the Fund to provide investment advice;
(b) Any agreement with the Fund to perform as custodian, transfer agent, or dividend‑paying agent for the Fund; and
(c) Any contract with the Fund for outside legal or auditing services, or contract for personal employment entered into
with the Fund in the ordinary course of business.
2. No information need be given in response to this paragraph with respect to the service of mailing proxies or periodic reports
to the Fund’s shareholders.
3. In summarizing the substantive provisions of any management-related service contract, include the following:
(a) The name of the person providing the service;
(b) The direct or indirect relationships, if any, of the person with the Fund, an investment adviser of the Fund or the Fund’s
principal underwriter; and
(c) The nature of the services provided, and the basis of the compensation paid for the services for the last three fiscal
years.
(e) Other Investment Advice. If any person (other than a director, officer, member of an advisory board, employee, or investment
adviser of the Fund), through any understanding, whether formal or informal, regularly advises the Fund or the Fund’s investment
adviser with respect to the Fund’s investing in, purchasing, or selling securities or other property, or has the authority to determine
what securities or other property should be purchased or sold by the Fund, and receives direct or indirect remuneration, provide
the following information:
(1) The person’s name;
(2) A description of the nature of the arrangement, and the advice or information provided; and
(3) Any remuneration (including, for example, participation, directly or indirectly, in commissions or other compensation paid
in connection with transactions in the Fund’s portfolio securities) paid for the advice or information, and a statement as to
how the remuneration was paid and by whom it was paid for the last three fiscal years.

Instruction. Do not include information for the following:
(a) Persons who advised the investment adviser or the Fund solely through uniform publications distributed to subscribers;
(b) Persons who provided the investment adviser or the Fund with only statistical and other factual information, advice about
economic factors and trends, or advice as to occasional transactions in specific securities, but without generally advising
about the purchase or sale of securities by the Fund;
(c) A company that is excluded from the definition of “investment adviser” of an investment company under section 2(a)(20)(iii)
[15 U.S.C. 80a-2(a)(20)(iii)];
(d) Any person the character and amount of whose compensation for these services must be approved by a court; or
(e) Other persons as the Commission has by rule or order determined not to be an “investment adviser” of an investment
company.
(f) Dealer Reallowances. Disclose any front-end sales load reallowed to dealers as a percentage of the offering price of the Fund’s
shares.
(g) Rule 12b-1 Plans. If the Fund has adopted a plan under rule 12b-1, describe the material aspects of the plan, and any agreements
relating to the implementation of the plan, including:
(1) A list of the principal types of activities for which payments are or will be made, including the dollar amount and the
manner in which amounts paid by the Fund under the plan during the last fiscal year were spent on:
42

(i) Advertising;
(ii) Printing and mailing of prospectuses to other than current shareholders;
(iii) Compensation to underwriters;
(iv) Compensation to broker-dealers;
(v) Compensation to sales personnel;
(vi) Interest, carrying, or other financing charges; and
(vii) Other (specify).
(2) The relationship between amounts paid to the distributor and the expenses that it incurs (e.g., whether the plan reimburses
the distributor only for expenses incurred or compensates the distributor regardless of its expenses).
(3) The amount of any unreimbursed expenses incurred under the plan in a previous year and carried over to future years,
in dollars and as a percentage of the Fund’s net assets on the last day of the previous year.
(4) Whether the Fund participates in any joint distribution activities with another Series or investment company. If so,
disclose, if applicable, that fees paid under the Fund’s rule 12b-1 plan may be used to finance the distribution of the
shares of another Series or investment company, and state the method of allocating distribution costs (e.g., relative
net asset size, number of shareholder accounts).
(5) Whether any of the following persons had a direct or indirect financial interest in the operation of the plan or related
agreements:
(i) Any interested person of the Fund; or
(ii) Any director of the Fund who is not an interested person of the Fund.
(6) The anticipated benefits to the Fund that may result from the plan.

(h) Other Service Providers.
(1) Unless disclosed in response to paragraph (d), identify any person who provides significant administrative or business
affairs management services for the Fund (e.g., an “administrator”), describe the services provided, and the compensation
paid for the services.
(2) State the name and principal business address of the Fund’s transfer agent and the dividend‑paying agent.
(3) State the name and principal business address of the Fund’s custodian and independent public accountant and describe
generally the services performed by each. If the Fund’s portfolio securities are held by a person other than a commercial
bank, trust company, or depository registered with the Commission as custodian, state the nature of the business of
that person or persons.
(4) If an affiliated person of the Fund, or an affiliated person of the affiliated person, acts as custodian, transfer agent, or
dividend-paying agent for the Fund, describe the services that the person performs and the basis for remuneration.
Item 20.

Portfolio Managers

(a) Other Accounts Managed. If a Portfolio Manager required to be identified in response to Item 5(b) is primarily responsible for
the day-to-day management of the portfolio of any other account, provide the following information:
(1) The Portfolio Manager’s name;
(2) The number of other accounts managed within each of the following categories and the total assets in the accounts managed
within each category:
43

(A) Registered investment companies;
(B) Other pooled investment vehicles; and
(C) Other accounts.
(3) For each of the categories in paragraph (a)(2) of this Item, the number of accounts and the total assets in the accounts with
respect to which the advisory fee is based on the performance of the account; and
(4) A description of any material conflicts of interest that may arise in connection with the Portfolio Manager’s management
of the Fund’s investments, on the one hand, and the investments of the other accounts included in response to paragraph
(a)(2) of this Item, on the other. This description would include, for example, material conflicts between the investment
strategy of the Fund and the investment strategy of other accounts managed by the Portfolio Manager and material conflicts
in allocation of investment opportunities between the Fund and other accounts managed by the Portfolio Manager.
Instructions.

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

44

Instructions.

1. Provide the information required by this paragraph as of the end of the Fund’s most recently completed fiscal year, except
that, in the case of an initial registration statement or an update to the Fund’s registration statement that discloses a new
Portfolio Manager, information with respect to any newly identified Portfolio Manager must be provided as of the most
recent practicable date. Specify the valuation date.
2. Determine “beneficial ownership” in accordance with rule 16a-1(a)(2) under the Exchange Act (17 CFR 240.16a1(a)(2)).
Item 21. Brokerage Allocation and Other Practices
(a) Brokerage Transactions. Describe how transactions in portfolio securities are effected, including a general statement about
brokerage commissions, markups, and markdowns on principal transactions and the aggregate amount of any brokerage
commissions paid by the Fund during its three most recent fiscal years. If, during either of the two years preceding the Fund’s
most recent fiscal year, the aggregate dollar amount of brokerage commissions paid by the Fund differed materially from the
amount paid during the most recent fiscal year, state the reason(s) for the difference(s).
(b) Commissions.
(1) Identify, disclose the relationship, and state the aggregate dollar amount of brokerage commissions paid by the Fund during
its three most recent fiscal years to any broker:
(i) That is an affiliated person of the Fund or an affiliated person of that person; or
(ii) An affiliated person of which is an affiliated person of the Fund, its investment adviser, or principal underwriter.

(2) For each broker identified in response to paragraph (b)(1), state:
(i) The percentage of the Fund’s aggregate brokerage commissions paid to the broker during the most recent fiscal year;
and
(ii) The percentage of the Fund’s aggregate dollar amount of transactions involving the payment of commissions effected
through the broker during the most recent fiscal year.
(3) State the reasons for any material difference in the percentage of brokerage commissions paid to, and the percentage of
transactions effected through, a broker disclosed in response to paragraph (b)(1).
(c) Brokerage Selection. Describe how the Fund will select brokers to effect securities transactions for the Fund and how the Fund
will evaluate the overall reasonableness of brokerage commissions paid, including the factors that the Fund will consider in
making these determinations.

Instructions.
1. If the Fund will consider the receipt of products or services other than brokerage or research services in selecting brokers,
specify those products and services.
2. If the Fund will consider the receipt of research services in selecting brokers, identify the nature of those research
services.
3. State whether persons acting on the Fund’s behalf are authorized to pay a broker a higher brokerage commission than
another broker might have charged for the same transaction in recognition of the value of (a) brokerage or (b) research
services provided by the broker.
4. If applicable, explain that research services provided by brokers through which the Fund effects securities transactions
may be used by the Fund’s investment adviser in servicing all of its accounts and that not all of these services may be used
by the adviser in connection with the Fund. If other policies or practices are applicable to the Fund with respect to the
allocation of research services provided by brokers, explain those policies and practices.

45

(d) Directed Brokerage. If, during the last fiscal year, the Fund or its investment adviser, through an agreement or understanding
with a broker, or otherwise through an internal allocation procedure, directed the Fund’s brokerage transactions to a broker
because of research services provided, state the amount of the transactions and related commissions.
(e) Regular Broker-Dealers. If the Fund has acquired during its most recent fiscal year or during the period of time since organization,
whichever is shorter, securities of its regular brokers or dealers as defined in rule 10b-1 [17 CFR 270.10b-1] or of their parents,
identify those brokers or dealers and state the value of the Fund’s aggregate holdings of the securities of each issuer as of the
close of the Fund’s most recent fiscal year.

Instruction. The Fund need only disclose information about an issuer that derived more than 15% of its gross revenues from
the business of a broker, a dealer, an underwriter, or an investment adviser during its most recent fiscal year.

Item 22. Capital Stock and Other Securities
(a) Capital Stock. For each class of capital stock of the Fund, provide:
(1) The title of each class; and
(2) A full discussion of the following provisions or characteristics of each class, if applicable:
(i)

Restrictions on the right freely to retain or dispose of the Fund’s shares;

(ii)

Material obligations or potential liabilities associated with owning the Fund’s shares (not including investment
risks);

(iii)

Dividend rights;

(iv)

Voting rights (including whether the rights of shareholders can be modified by other than a majority vote);

(v)

Liquidation rights;

(vi)

Preemptive rights;

(vii) Conversion rights;
(viii) Redemption provisions;

(ix)

Sinking fund provisions; and

(x)

Liability to further calls or to assessment by the Fund.

Instructions.
1. If any class described in response to this paragraph possesses cumulative voting rights, disclose the existence of those
rights and explain the operation of cumulative voting.
2. If the rights evidenced by any class described in response to this paragraph are materially limited or qualified by the rights
of any other class, explain those limitations or qualifications.
(b) Other Securities. Describe the rights of any authorized securities of the Fund other than capital stock. If the securities are
subscription warrants or rights, state the title and amount of securities called for, and the period during which and the prices at
which the warrants or rights are exercisable.

Item 23. Purchase, Redemption, and Pricing of Shares
(a) Purchase of Shares. To the extent that the prospectus does not do so, describe how the Fund’s shares are offered to the public.
Include any special purchase plans or methods not described in the prospectus or elsewhere in the SAI, including letters of intent,
accumulation plans, dividend reinvestment plans, withdrawal plans, exchange privileges, employee benefit plans, redemption
reinvestment plans, and waivers for particular classes of shareholders.
(b) Fund Reorganizations. Disclose any arrangements that result in breakpoints in, or elimination of, sales loads in connection with
the terms of a merger, acquisition, or exchange offer made under a plan of reorganization. Identify each class of individuals
to which the arrangements apply and state each different sales load available as a percentage of both the offering price and the
4

net amount invested.
(c) Offering Price. Describe the method followed or to be followed by the Fund in determining the total offering price at which its
shares may be offered to the public and the method(s) used to value the Fund’s assets.

Instructions.
1. Describe the valuation procedure(s) that the Fund uses in determining the net asset value and public offering price of its
shares.
2. Explain how the excess of the offering price over the net amount invested is distributed among the Fund’s principal
underwriters or others and the basis for determining the total offering price.
3. Explain the reasons for any difference in the price at which securities are offered generally to the public, and the prices at
which securities are offered for any class of transactions or to any class of individuals.
4. Unless provided as a continuation of the balance sheet in response to Item 27, include a specimen price-make-up sheet
showing how the Fund calculates the total offering price per unit. Base the calculation on the value of the Fund’s portfolio
securities and other assets and its outstanding securities as of the date of the balance sheet filed by the Fund.
(d) Redemption in Kind. If the Fund has received an order of exemption from section 18(f) or has filed a notice of election under
rule 18f-1 that has not been withdrawn, describe the nature, extent, and effect of the exemptive relief or notice.
(e) Arrangements Permitting Frequent Purchases and Redemptions of Fund Shares. Describe any arrangements with any person to
permit frequent purchases and redemptions of Fund shares, including the identity of the persons permitted to engage in frequent
purchases and redemptions pursuant to such arrangements, and any compensation or other consideration received by the Fund,
its investment adviser, or any other party pursuant to such arrangements.
Instructions.
1. The consideration required to be disclosed by Item 23(e) includes any agreement to maintain assets in the Fund or in other
investment companies or accounts managed by the investment adviser or by any affiliated person of the investment adviser.
2. If the Fund has an arrangement to permit frequent purchases and redemptions by a group of individuals, such as the participants
in a defined contribution plan that meets the requirements for qualification under Section 401(k) of the Internal Revenue
Code (26 U.S.C. 401(k)), the Fund may identify the group rather than identifying each individual group member.

Item 24. Taxation of the Fund
(a) If applicable, state that the Fund is qualified or intends to qualify under Subchapter M of the Internal Revenue Code. Disclose
the consequences to the Fund if it does not qualify under Subchapter M.
(b) Disclose any special or unusual tax aspects of the Fund, such as taxation resulting from foreign investment or from status as a
personal holding company, or any tax loss carry‑forward to which the Fund may be entitled.
Item 25. Underwriters
(a) Distribution of Securities. For each principal underwriter distributing securities of the Fund, state:
(1) The nature of the obligation to distribute the Fund’s securities;
(2) Whether the offering is continuous; and
(3) The aggregate dollar amount of underwriting commissions and the amount retained by the principal underwriter for each
of the Fund’s last three fiscal years.
(b) Compensation. Provide the information required by the following table with respect to all commissions and other compensation
received by each principal underwriter, who is an affiliated person of the Fund or an affiliated person of that affiliated person,
directly or indirectly, from the Fund during the Fund’s most recent fiscal year:

47

(1)

(2)

(3)

(4)

(5)

Name of
Principal
Underwriter

Net Underwriting
Discounts and
Commissions

Compensation on
Redemptions and
Repurchases

Brokerage
Commissions

Other Compensation

Instruction.
Disclose in a footnote to the table the type of services rendered in consideration for the compensation listed under column (5).
(c) Other Payments. With respect to any payments made by the Fund to an underwriter or dealer in the Fund’s shares during the
Fund’s last fiscal year, disclose the name and address of the underwriter or dealer, the amount paid and basis for determining that
amount, the circumstances surrounding the payments, and the consideration received by the Fund. Do not include information
about:
(1) Payments made through deduction from the offering price at the time of sale of securities issued by the Fund;
(2) Payments representing the purchase price of portfolio securities acquired by the Fund;
(3) Commissions on any purchase or sale of portfolio securities by the Fund; or
(4) Payments for investment advisory services under an investment advisory contract.

Instructions.
1. Do not include in response to this paragraph information provided in response to paragraph (b) or with respect to service
fees under the Instruction to Item 12(b)(2). Do not include any payment for a service excluded by Instructions 1 and 2 to
Item 19(d) or by Instruction 2 to Item 34.
2. If the payments were made under an arrangement or policy applicable to dealers generally, describe only the arrangement
or policy.

Item 26. Calculation of Performance Data
(a) Money Market Funds. Yield quotation(s) for a Money Market Fund included in the prospectus should be calculated according
to paragraphs (a)(1) – (4).
(1) Yield Quotation. Based on the 7 days ended on the date of the most recent balance sheet included in the registration statement,
calculate the Fund’s yield by determining the net change, exclusive of capital changes and income other than investment
income, in the value of a hypothetical pre-existing account having a balance of one share at the beginning of the period,
subtracting a hypothetical charge reflecting deductions from shareholder accounts, and dividing the difference by the value
of the account at the beginning of the base period to obtain the base period return, and then multiplying the base period
return by (365/7) with the resulting yield figure carried to at least the nearest hundredth of one percent.
(2) Effective Yield Quotation. Based on the 7 days ended on the date of the most recent balance sheet included in the registration
statement, calculate the Fund’s effective yield, carried to at least the nearest hundredth of one percent, by determining the net
change, exclusive of capital changes and income other than investment income, in the value of a hypothetical pre-existing
account having a balance of one share at the beginning of the period, subtracting a hypothetical charge reflecting deductions
from shareholder accounts, and dividing the difference by the value of the account at the beginning of the base period to
obtain the base period return, and then compounding the base period return by adding 1, raising the sum to a power equal
to 365 divided by 7, and subtracting 1 from the result, according to the following formula:

(4) Tax Equivalent Effective Yield Quotation. Calculate the Fund’s tax equivalent effective yield by dividing that portion of
the Fund’s effective yield (as calculated under paragraph (a)(2)) that is tax-exempt by 1 minus a stated income tax rate and
adding the quotient to that portion, if any, of the Fund’s effective yield that is not tax-exempt.
Instructions.
1. When calculating yield or effective yield quotations, the calculation of net change in account value must include:
(a) The value of additional shares purchased with dividends from the original share and dividends declared on both the
original shares and additional shares; and
(b) All fees, other than nonrecurring account or sales charges, that are imposed on all shareholder accounts in proportion
to the length of the base period. For any account fees that vary with the size of the account, assume an account size
equal to the Fund’s mean (or median) account size.
2. Exclude realized gains and losses from the sale of securities and unrealized appreciation and depreciation from the calculation
of yield and effective yield. Exclude income other than investment income.
3. Disclose the amount or specific rate of any nonrecurring account or sales charges not included in the calculation of the
yield.
4. If the Fund holds itself out as distributing income that is exempt from federal, state, or local income taxation, in calculating
yield and effective yield (but not tax equivalent yield or tax equivalent effective yield), reduce the yield quoted by the effect
of any income taxes on the shareholder receiving dividends, using the maximum rate for individual income taxation. For
example, if the Fund holds itself out as distributing income exempt from federal taxation and the income taxes of State A,
but invests in some securities of State B, it must reduce its yield by the effect of state income taxes that must be paid by the
residents of State A on that portion of the income attributable to the securities of State B.
(b) Other Funds. Performance information included in the prospectus should be calculated according to paragraphs (b)(1) – (6).
(1) Average Annual Total Return Quotation. For the 1-, 5-, and 10-year periods ended on the date of the most recent balance
sheet included in the registration statement (or for the periods the Fund has been in operation), calculate the Fund’s average
annual total return by finding the average annual compounded rates of return over the 1-, 5-, and 10-year periods (or for the
periods of the Fund’s operations) that would equate the initial amount invested to the ending redeemable value, according
to the following formula:

Where:

P
=

T
=

n
=

ERV =

Instructions.

P(1+T)n = ERV

a hypothetical initial payment of $1,000.
average annual total return.
number of years.
ending redeemable value of a hypothetical $1,000 payment made at the beginning of the 1-, 5-, or 10-year
periods at the end of the 1-, 5-, or 10-year periods (or fractional portion).

1. Assume the maximum sales load (or other charges deducted from payments) is deducted from the initial $1,000 payment.
2. Assume all distributions by the Fund are reinvested at the price stated in the prospectus (including any sales load imposed
upon reinvestment of dividends) on the reinvestment dates during the period.
3. Include all recurring fees that are charged to all shareholder accounts. For any account fees that vary with the size of the
account, assume an account size equal to the Fund’s mean (or median) account size. Reflect, as appropriate, any recurring
fees charged to shareholder accounts that are paid other than by redemption of the Fund’s shares.
4.

Determine the ending redeemable value by assuming a complete redemption at the end of the 1-, 5-, or 10-year periods and
the deduction of all nonrecurring charges deducted at the end of each period. If shareholders are assessed a deferred sales
load, assume the maximum deferred sales load is deducted at the times, in the amounts, and under the terms disclosed in
the prospectus.

49

5. State the average annual total return quotation to the nearest hundredth of one percent.
6. Total return information in the prospectus need only be current to the end of the Fund’s most recent fiscal year.
(2) Average Annual Total Return (After Taxes on Distributions) Quotation. For the 1-, 5-, and 10-year periods ended on the date
of the most recent balance sheet included in the registration statement (or for the periods the Fund has been in operation),
calculate the Fund’s average annual total return (after taxes on distributions) by finding the average annual compounded
rates of return over the 1-, 5-, and 10-year periods (or for the periods of the Fund’s operations) that would equate the initial
amount invested to the ending value, according to the following formula:

Where:

P
T
n
ATV

=
=
=
=

P(1+T)n = ATVD

a hypothetical initial payment of $1,000.
average annual total return (after taxes on distributions).
number of years.
ending value of a hypothetical $1,000 payment made at the beginning of the 1-, 5-, or 10-year periods at the
end of the 1-, 5-, or 10-year periods (or fractional portion), after taxes on fund distributions but not after taxes
on redemption.

Instructions.
1. Assume the maximum sales load (or other charges deducted from payments) is deducted from the initial $1,000 payment.
2. Assume all distributions by the Fund, less the taxes due on such distributions, are reinvested at the price stated in the prospectus
(including any sales load imposed upon reinvestment of dividends) on the reinvestment dates during the period.
3. Calculate the taxes due on any distributions by the Fund by applying the tax rates specified in Instruction 4 to each component
of the distributions on the reinvestment date (e.g., ordinary income, short-term capital gain, long-term capital gain). The
taxable amount and tax character of each distribution should be as specified by the Fund on the dividend declaration date,
but may be adjusted to reflect subsequent recharacterizations of distributions. Distributions should be adjusted to reflect the
federal tax impact the distribution would have on an individual taxpayer on the reinvestment date. For example, assume
no taxes are due on the portion of any distribution that would not result in federal income tax on an individual, e.g., taxexempt interest or non-taxable returns of capital. The effect of applicable tax credits, such as the foreign tax credit, should
be taken into account in accordance with federal tax law.
4. Calculate the taxes due using the highest individual marginal federal income tax rates in effect on the reinvestment date.
The rates used should correspond to the tax character of each component of the distributions (e.g., ordinary income rate
for ordinary income distributions, short-term capital gain rate for short-term capital gain distributions, long-term capital
gain rate for long-term capital gain distributions). Note that the required tax rates may vary over the measurement period.
Disregard any potential tax liabilities other than federal tax liabilities (e.g., state and local taxes); the effect of phaseouts
of certain exemptions, deductions, and credits at various income levels; and the impact of the federal alternative minimum
tax.
5. Include all recurring fees that are charged to all shareholder accounts. For any account fees that vary with the size of the
account, assume an account size equal to the Fund’s mean (or median) account size. Assume that no additional taxes or tax
credits result from any redemption of shares required to pay such fees. Reflect, as appropriate, any recurring fees charged
to shareholder accounts that are paid other than by redemption of the Fund’s shares.
6. Determine the ending value by assuming a complete redemption at the end of the 1-, 5-, or 10-year periods and the deduction
of all nonrecurring charges deducted at the end of each period. If shareholders are assessed a deferred sales load, assume
the maximum deferred sales load is deducted at the times, in the amounts, and under the terms disclosed in the prospectus.
Assume that the redemption has no tax consequences.
7.

State the average annual total return (after taxes on distributions) quotation to the nearest hundredth of one percent.

50

(3) Average Annual Total Return (After Taxes on Distributions and Redemption) Quotation. For the 1-, 5-, and 10-year periods
ended on the date of the most recent balance sheet included in the registration statement (or for the periods the Fund has been
in operation), calculate the Fund’s average annual total return (after taxes on distributions and redemption) by finding the
average annual compounded rates of return over the 1-, 5-, and 10-year periods (or for the periods of the Fund’s operations)
that would equate the initial amount invested to the ending value, according to the following formula:

Where:

P
=

T
=

n
=

ATVDR =

P(1 + T)n = ATVDR

a hypothetical initial payment of $1,000.
average annual total return (after taxes on distributions and redemption).
number of years.
ending value of a hypothetical $1,000 payment made at the beginning of the 1-, 5-, or 10-year periods at the
end of the 1-, 5-, or 10-year periods (or fractional portion), after taxes on fund distributions and redemption.

Instructions.
1. Assume the maximum sales load (or other charges deducted from payments) is deducted from the initial $1,000 payment.
2. Assume all distributions by the Fund, less the taxes due on such distributions, are reinvested at the price stated in the prospectus
(including any sales load imposed upon reinvestment of dividends) on the reinvestment dates during the period.
3. Calculate the taxes due on any distributions by the Fund by applying the tax rates specified in Instruction 4 to each component
of the distributions on the reinvestment date (e.g., ordinary income, short-term capital gain, long-term capital gain). The
taxable amount and tax character of each distribution should be as specified by the Fund on the dividend declaration date,
but may be adjusted to reflect subsequent recharacterizations of distributions. Distributions should be adjusted to reflect the
federal tax impact the distribution would have on an individual taxpayer on the reinvestment date. For example, assume
no taxes are due on the portion of any distribution that would not result in federal income tax on an individual, e.g., taxexempt interest or non-taxable returns of capital. The effect of applicable tax credits, such as the foreign tax credit, should
be taken into account in accordance with federal tax law.
4. Calculate the taxes due using the highest individual marginal federal income tax rates in effect on the reinvestment date.
The rates used should correspond to the tax character of each component of the distributions (e.g., ordinary income rate
for ordinary income distributions, short-term capital gain rate for short-term capital gain distributions, long-term capital
gain rate for long-term capital gain distributions). Note that the required tax rates may vary over the measurement period.
Disregard any potential tax liabilities other than federal tax liabilities (e.g., state and local taxes); the effect of phaseouts
of certain exemptions, deductions, and credits at various income levels; and the impact of the federal alternative minimum
tax.
5. Include all recurring fees that are charged to all shareholder accounts. For any account fees that vary with the size of the
account, assume an account size equal to the Fund’s mean (or median) account size. Assume that no additional taxes or tax
credits result from any redemption of shares required to pay such fees. Reflect, as appropriate, any recurring fees charged
to shareholder accounts that are paid other than by redemption of the Fund’s shares.
6. Determine the ending value by assuming a complete redemption at the end of the 1-, 5-, or 10-year periods and the deduction
of all nonrecurring charges deducted at the end of each period. If shareholders are assessed a deferred sales load, assume the
maximum deferred sales load is deducted at the times, in the amounts, and under the terms disclosed in the prospectus.
7. Determine the ending value by subtracting capital gains taxes resulting from the redemption and adding the tax benefit from
capital losses resulting from the redemption.
(a) Calculate the capital gain or loss upon redemption by subtracting the tax basis from the redemption proceeds (after
deducting any nonrecurring charges as specified by Instruction 6).
(b) The Fund should separately track the basis of shares acquired through the $1,000 initial investment and each subsequent
purchase through reinvested distributions. In determining the basis for a reinvested distribution, include the distribution
net of taxes assumed paid from the distribution, but not net of any sales loads imposed upon reinvestment. Tax basis
should be adjusted for any distributions representing returns of capital and any other tax basis adjustments that would
apply to an individual taxpayer, as permitted by applicable federal tax law.

51

(c) The amount and character (e.g., short-term or long-term) of capital gain or loss upon redemption should be separately
determined for shares acquired through the $1,000 initial investment and each subsequent purchase through reinvested
distributions. The Fund should not assume that shares acquired through reinvestment of distributions have the same
holding period as the initial $1,000 investment. The tax character should be determined by the length of the measurement
period in the case of the initial $1,000 investment and the length of the period between reinvestment and the end of the
measurement period in the case of reinvested distributions.
(d) Calculate the capital gains taxes (or the benefit resulting from tax losses) using the highest federal individual capital
gains tax rate for gains of the appropriate character in effect on the redemption date and in accordance with federal tax
law applicable on the redemption date. For example, applicable federal tax law should be used to determine whether
and how gains and losses from the sale of shares with different holding periods should be netted, as well as the tax
character (e.g., short-term or long-term) of any resulting gains or losses. Assume that a shareholder has sufficient
capital gains of the same character from other investments to offset any capital losses from the redemption so that the
taxpayer may deduct the capital losses in full.
8. State the average annual total return (after taxes on distributions and redemption) quotation to the nearest hundredth of one
percent.
(4) Yield Quotation. Based on a 30-day (or one month) period ended on the date of the most recent balance sheet included in
the registration statement, calculate the Fund’s yield by dividing the net investment income per share earned during the
period by the maximum offering price per share on the last day of the period, according to the following formula:

YIELD = 2[(

Where:

a
b
c
d

=
=
=
=

a -b
+ 1 )6 - 1]
cd

dividends and interest earned during the period.
expenses accrued for the period (net of reimbursements).
the average daily number of shares outstanding during the period that were entitled to receive dividends.
the maximum offering price per share on the last day of the period.

Instructions.
1. To calculate interest earned on debt obligations for purposes of “a” above:
(a) Calculate the yield to maturity of each obligation held by the Fund based on the market value of the obligation (including
actual accrued interest) at the close of business on the last business day of each month or, with respect to obligations
purchased during the month, the purchase price (plus actual accrued interest). The maturity of an obligation with a
call provision(s) is the next call date on which the obligation reasonably may be expected to be called, or if none, the
maturity date.
(b) Divide the yield to maturity by 360 and multiply the quotient by the market value of the obligation (including actual
accrued interest) to determine the interest income on the obligation for each day of the subsequent month that the
obligation is in the portfolio. Assume that each month has 30 days.
(c) Total the interest earned on all debt obligations and all dividends accrued on all equity securities during the 30-day (or
one month) period. Although the period for calculating interest earned is based on calendar months, a 30-day yield
may be calculated by aggregating the daily interest on the portfolio from portions of 2 months. In addition, a Fund
may recalculate daily interest income on the portfolio more than once a month.
(d) For a tax-exempt obligation issued without original issue discount and having a current market discount, use the
coupon rate of interest in lieu of the yield to maturity. For a tax-exempt obligation with original issue discount in which
the discount is based on the current market value and exceeds the then-remaining portion of original issue discount
(market discount), base the yield to maturity on the imputed rate of the original issue discount calculation. For a taxexempt obligation with original issue discount, where the discount based on the current market value is less than the
then‑remaining portion of original issue discount (market premium), base the yield to maturity on the market value.
2.

For discount and premium on mortgage or other receivables-backed obligations that are expected to be subject to monthly
payments of principal and interest (“paydowns”):
52

(a) Account for gain or loss attributable to actual monthly paydowns as an increase or decrease to interest income during
the period; and
(b) The Fund may elect:
(i) To amortize the discount and premium on the remaining securities, based on the cost of the securities, to the
weighted average maturity date, if the information is available, or to the remaining term of the securities, if the
weighted average maturity date is not available; or
(ii) Not to amortize the discount or premium on the remaining securities.
3. Solely for the purpose of calculating yield, recognize dividend income by accruing 1/360 of the stated dividend rate of the
security each day that the security is in the portfolio.
4. Do not use equalization accounting in calculating yield.
5. Include expenses accrued under a plan adopted under rule 12b-1 in the expenses accrued for the period. Reimbursement
accrued under the plan may reduce the accrued expenses, but only to the extent the reimbursement does not exceed expenses
accrued for the period.
6. Include in the expenses accrued for the period all recurring fees that are charged to all shareholder accounts in proportion
to the length of the base period. For any account fees that vary with the size of the account, assume an account size equal
to the Fund’s mean (or median) account size.
7. If a broker-dealer or an affiliate of the broker-dealer (as defined in rule 1-­02(b) of Regulation S-X [17 CFR 210.1-02(b)])
has, in connection with directing the Fund’s brokerage transactions to the broker-dealer, provided, agreed to provide, paid
for, or agreed to pay for, in whole or in part, services provided to the Fund (other than brokerage and research services as
those terms are used in section 28(e) of the Securities Exchange Act [15 U.S.C. 78bb(e)]), add to expenses accrued for the
period an estimate of additional amounts that would have been accrued for the period if the Fund had paid for the services
directly in an arm’s length transaction.
8. Undeclared earned income, calculated in accordance with generally accepted accounting principles, may be subtracted from
the maximum offering price. Undeclared earned income is the net investment income that, at the end of the base period,
has not been declared as a dividend, but is reasonably expected to be and is declared as a dividend shortly thereafter.
9. Disclose the amount or specific rate of any nonrecurring account or sales charges.
10. If, in connection with the sale of the Fund’s shares, a deferred sales load payable in installments is imposed, the “maximum
public offering price” includes the aggregate amount of the installments (“installment load amount”).
(5) Tax Equivalent Yield Quotation. Based on a 30-day (or one month) period ended on the date of the most recent balance
sheet included in the registration statement, calculate the Fund’s tax equivalent yield by dividing that portion of the Fund’s
yield (as calculated under paragraph (b)(2)) that is tax-exempt by 1 minus a stated income tax rate and adding the quotient
to that portion, if any, of the Fund’s yield that is not tax-exempt.
(6) Non-Standardized Performance Quotation. A Fund may calculate performance using any other historical measure of
performance (not subject to any prescribed method of computation) if the measurement reflects all elements of return.
Item 27. Financial Statements
(a) Registration Statement. Include, in a separate section following the responses to the preceding Items, the financial statements
and schedules required by Regulation S-X. The specimen price-make-up sheet required by Instruction 4 to Item 23(c) may be
provided as a continuation of the balance sheet specified by Regulation S-X.
Instructions.
1.

The statements of any subsidiary that is not a majority-owned subsidiary required by Regulation S-X may be omitted from
Part B and included in Part c.
53

2. In addition to the requirements of rule 3-18 of Regulation S-X [17 CFR 210.3-18], any Fund registered under the Investment
Company Act that has not previously had an effective registration statement under the Securities Act must include in its
initial registration statement under the Securities Act any additional financial statements and condensed financial information
(which need not be audited) necessary to make the financial statements and condensed financial information included in
the registration statement current as of a date within 90 days prior to the date of filing.
(b) Annual Report. Every annual report to shareholders required by rule 30e-1 must contain the following:
(1) Financial Statements. The audited financial statements required, and for the periods specified, by Regulation S-X.
Instructions.
1. Schedule VI – Summary schedule of investments in securities of unaffiliated issuers [17 CFR 210.12-12C] may be included
in the financial statements in lieu of Schedule I – Investments in securities of unaffiliated issuers [17 CFR 210.12-12] if:
(a) the Fund states in the report that the Fund’s complete schedule of investments in securities of unaffiliated issuers is
available (i) without charge, upon request, by calling a specified toll-free (or collect) telephone number; (ii) on the Fund’s
website, if applicable; and (iii) on the Commission’s website at http://www.sec.gov; and (b) whenever the Fund (or financial
intermediary through which shares of the Fund may be purchased or sold) receives a request for the Fund’s schedule of
investments in securities of unaffiliated issuers, the Fund (or financial intermediary) sends a copy of Schedule I – Investments
in securities of unaffiliated issuers within 3 business days of receipt by first-class mail or other means designed to ensure
equally prompt delivery.
2. In the case of a Money Market Fund, Schedule I – Investments in securities of unaffiliated issuers [17 CFR 210.12-12C] may
be omitted from its financial statements, provided that: (a) the Fund states in the report that the Fund’s complete schedule of
investments in securities of unaffiliated issuers is available (i) without charge, upon request, by calling a specified toll-free
(or collect) telephone number; (ii) on the Fund’s website, if applicable; and (iii) on the Commission’s website at http://
www.sec.gov; and (b) whenever the Fund (or financial intermediary through which shares of the Fund may be purchased
or sold) receives a request for the Fund’s schedule of investments in securities of unaffiliated issuers, the Fund (or financial
intermediary) sends a copy of Schedule I – Investments in securities of unaffiliated issuers within 3 business days of receipt
by first-class mail or other means designed to ensure equally prompt delivery.
(2) Condensed Financial Information. The condensed financial information required by Item 13(a) with at least the most recent
fiscal year audited.
(3) Remuneration Paid to Directors, Officers, and Others. Unless shown elsewhere in the report as part of the financial statements
required by paragraph (b)(1), the aggregate remuneration paid by the Fund during the period covered by the report to:
(i) All directors and all members of any advisory board for regular compensation;
(ii) Each director and each member of an advisory board for special compensation;
(iii) All officers; and
(iv) Each person of whom any officer or director of the Fund is an affiliated person.
(4) Changes in and Disagreements with Accountants. The information concerning changes in and disagreements with accountants
and on accounting and financial disclosure required by Item 304 of Regulation S-K [17 CFR 229.304].
(5) Management Information. The management information required by Item 17(a)(1).
(6) Availability of Additional Information about Fund Directors. A statement that the SAI includes additional information about
Fund directors and is available, without charge, upon request, and a toll-free (or collect) telephone number for shareholders
to call to request the SAI.
(7) Management’s Discussion of Fund Performance. Disclose the following information unless the Fund is a Money Market
Fund:
(i) Discuss the factors that materially affected the Fund’s performance during the most recently completed fiscal year,
including the relevant market conditions and the investment strategies and techniques used by the Fund’s investment
adviser.
54

(ii) (A) Provide a line graph comparing the initial and subsequent account values at the end of each of the most recently
completed 10 fiscal years of the Fund (or for the life of the Fund, if shorter), but only for periods subsequent to
the effective date of the Fund’s registration statement. Assume a $10,000 initial investment at the beginning of
the first fiscal year in an appropriate broad-based securities market index for the same period.
(B) In a table placed within or next to the graph, provide the Fund’s average annual total returns for the 1-, 5-, and 10year periods as of the end of the last day of the most recent fiscal year (or for the life of the Fund, if shorter), but
only for periods subsequent to the effective date of the Fund’s registration statement. Average annual total returns
should be computed in accordance with Item 26(b)(1). Include a statement accompanying the graph and table to
the effect that past performance does not predict future performance and that the graph and table do not reflect the
deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
Instructions.
1. Line Graph Computation.
(a) Assume that the initial investment was made at the offering price last calculated on the business day before
the first day of the first fiscal year.
(b) Base subsequent account values on the net asset value of the Fund last calculated on the last business day of
the first and each subsequent fiscal year.
(c) Calculate the final account value by assuming the account was closed and redemption was at the price last
calculated on the last business day of the most recent fiscal year.
(d) Base the line graph on the Fund’s required minimum initial investment if that amount exceeds $10,000.
2. Sales Load. Reflect any sales load (or any other fees charged at the time of purchasing shares or opening an account)
by beginning the line graph at the amount that actually would be invested (i.e., assume that the maximum sales
load, and other charges deducted from payments, is deducted from the initial $10,000 investment). For a Fund
whose shares are subject to a contingent deferred sales load, assume the deduction of the maximum deferred sales
load (or other charges) that would apply for a complete redemption that received the price last calculated on the
last business day of the most recent fiscal year. For any other deferred sales load, assume that the deduction is in
the amount(s) and at the time(s) that the sales load actually would have been deducted.
3. Dividends and Distributions. Assume reinvestment of all of the Fund’s dividends and distributions on the
reinvestment dates during the period, and reflect any sales load imposed upon reinvestment of dividends or
distributions or both.
4. Account Fees. Reflect recurring fees that are charged to all accounts.
(a) For any account fees that vary with the size of the account, assume a $10,000 account size.
(b) Reflect, as appropriate, any recurring fees charged to shareholder accounts that are paid other than by redemption
of the Fund’s shares.
(c) Reflect an annual account fee that applies to more than one Fund by allocating the fee in the following manner:
divide the total amount of account fees collected during the year by the Funds’ total average net assets, multiply
the resulting percentage by the average account value for each Fund and reduce the value of each hypothetical
account at the end of each fiscal year during which the fee was charged.
5. Appropriate Index. For purposes of this Item, an “appropriate broad-based securities market index” is one that is
administered by an organization that is not an affiliated person of the Fund, its investment adviser, or principal
underwriter, unless the index is widely recognized and used. Adjust the index to reflect the reinvestment of dividends
on securities in the index, but do not reflect the expenses of the Fund.
6

7. Change in Index. If the Fund uses an index that is different from the one used for the immediately preceding fiscal
year, explain the reason(s) for the change and compare the Fund’s annual change in the value of an investment in
the hypothetical account with the new and former indexes.
8. Other Periods. The line graph may cover earlier fiscal years and may compare the ending values of interim periods
(e.g., monthly or quarterly ending values), so long as those periods are after the effective date of the Fund’s
registration statement.
9. Scale. The axis of the graph measuring dollar amounts may use either a linear or a logarithmic scale.
10. New Funds. A New Fund (as defined in Instruction 6 to Item 3) is not required to include the information specified
by this Item in its prospectus (or annual report), unless Form N-1A (or the annual report) contains audited financial
statements covering a period of at least 6 months.
11. Change in Investment Adviser. If the Fund has not had the same investment adviser for the previous 10 fiscal years,
the Fund may begin the line graph on the date that the current adviser began to provide advisory services to the
Fund so long as:
(a) Neither the current adviser nor any affiliate is or has been in “control” of the previous adviser under section
2(a)(9) [15 U.S.C. 80a-2(a)(9)];
(b) The current adviser employs no officer(s) of the previous adviser or employees of the previous adviser who
were responsible for providing investment advisory or portfolio management services to the Fund; and
(c) The graph is accompanied by a statement explaining that previous periods during which the Fund was advised
by another investment adviser are not shown.
(iii) Discuss the effect of any policy or practice of maintaining a specified level of distributions to shareholders on the
Fund’s investment strategies and per share net asset value during the last fiscal year. Also discuss the extent to
which the Fund’s distribution policy resulted in distributions of capital.
(iv) Provide a table showing the number of days the Market Price of the Fund shares was greater than the Fund’s net
asset value and the number of days it was less than the Fund’s net asset value (i.e., premium or discount) for the
most recently completed five fiscal years (or the life of the Fund, if shorter). The Fund may omit this table from
the annual report if the Fund provides an Internet address at the Fund’s Web site, which is publicly accessible, free
of charge, that investors can use to obtain the premium/discount information required in Item 11(g)(2).
Instructions.
1. Provide the information in tabular form.
2. Express the information as a percentage of the net asset value of the Exchange-Traded Fund, using separate columns
for the number of days the Market Price was greater than the Fund’s net asset value and the number of days it was
less than the Fund’s net asset value. Round all percentages to the nearest hundredth of one percent.
3. Adjacent to the table, provide a brief explanation that: shareholders may pay more than net asset value when they
buy Fund shares and receive less than net asset value when they sell those shares, because shares are bought and
sold at current market prices.
4. Include a statement that the data presented represents past performance and cannot be used to predict future
results.
(c) Semi-Annual Report. Every semi-annual report to shareholders required by rule 30e-1 must contain the following (which need
not be audited):
(1) Financial Statements. The financial statements required by Regulation S-X for the period commencing either with:
(i) The beginning of the Fund’s fiscal year (or date of organization, if newly organized); or
(ii) A date not later than the date after the close of the period included in the last report under rule 30e-1 and the most recent
preceding fiscal year.
5

Instruction.
Instructions 1 and 2 to Item 27(b)(1) also apply to this Item 27(c)(1).
(2) Condensed Financial Information. The condensed financial information required by Item 13(a), for the period of the report
as specified by paragraph (c)(1), and the most recent preceding fiscal year.
(3) Remuneration Paid to Directors, Officers, and Others. Unless shown elsewhere in the report as part of the financial statements
required by paragraph (c)(1), the aggregate remuneration paid by the Fund during the period covered by the report to the
persons specified under paragraph (b)(3).
(4) Changes in and Disagreements with Accountants. The information concerning changes in and disagreements with accountants
and on accounting and financial disclosure required by Item 304 of Regulation S-K [17 CFR 229.304].
(d) Annual and Semi-Annual Reports. Every annual and semi-annual report to shareholders required by rule 30e-1 must contain the
following:
(1) Expense Example. The following information regarding expenses for the period:

Example
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase
payments, reinvested dividends, or other distributions; redemption fees; and exchange fees; and (2) ongoing costs, including
management fees; distribution [and/or service] (12b-1) fees; and other Fund expenses. This Example is intended to help you
understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing
in other mutual funds.
The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period [insert
dates].

Actual Expenses
The first line of the table below provides information about actual account values and actual expenses. You may use the information
in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your
account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number
in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account
during this period. [If the Fund charges any account fees or other recurring fees that are not included in the expenses shown in
the table, for example, because they are not charged to all investors, disclose the amounts of these fees, describe the accounts that
are charged these fees, and explain how an investor would use this information to estimate the total ongoing expenses paid over
the period and the impact of these fees on ending account value.]

Hypothetical Example for Comparison Purposes
The second line of the table below provides information about hypothetical account values and hypothetical expenses based on
the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual
return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses
you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds.
To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of
the other funds. [If the Fund charges any account fees or other recurring fees that are not included in the expenses shown in the
table, for example, because they are not charged to all investors, disclose the amounts of these fees, describe the accounts that are
charged these fees, and explain how an investor would use this information in making the foregoing comparison.]
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional
costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing
ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional
costs were included, your costs would have been higher.

57

Beginning Account
Value
[Date]

Ending Account Value
Value
[Date]

Expenses Paid
During Period*
[Dates]

Actual

$1,000

Hypothetical
(5% return before
expenses)

$1,000

Expenses are equal to the Fund’s annualized expense ratio of [__%], multiplied by the average account
value over the period, multiplied by [number of days in most recent fiscal half-year/365 [or 366]] (to
reflect the one-half year period).
*

Instructions.
1. General.
(a) Round all figures in the table to the nearest cent.
(b) Include the narrative explanations in the order indicated. A Fund may modify the narrative explanations if the explanation
contains comparable information to that shown, and is required to make any modifications necessary to reflect accurately
the Fund’s circumstances. A Fund may eliminate any parts of the narrative explanations that are inapplicable. For
example, a Fund that does not charge loads need not include the statement that the Example does not reflect loads or
that costs would be higher if loads were included.
(c) The Fund’s expense ratio shown in the footnote to the table should be calculated in the manner required by Instruction
4(b) to Item 13(a) using the expenses for the Fund’s most recent fiscal half-year (the Fund’s second fiscal half-year in
the case of an annual report). Express the expense ratio on an annualized basis.
(d) (i) If the Fund is a Feeder Fund, reflect the aggregate expenses of the Feeder Fund and the Master Fund. In a footnote
to the Example, state that the Example reflects the expenses of both the Feeder and Master Funds.
(ii) If the report covers more than one Class of a Multiple Class Fund or more than one Feeder Fund that invests in
the same Master Fund, provide a separate Example for each Class or Feeder Fund.
(e) If the Fund is an Exchange-Traded Fund:
(i) Modify the narrative explanation to state that investors may pay brokerage commissions on their purchases and
sales of Exchange-Traded Fund shares, which are not reflected in the example; and
(ii) If the Fund issues or redeems shares in creation units of not less than 25,000 shares each, exclude any fees charged
for the purchase and redemption of the Fund’s creation units.
2. Computation.
(a) (i) In determining the Fund’s “actual expenses” for purposes of this example, include all expenses that are deducted
from the Fund’s assets or charged to all shareholder accounts, including “management Fees,” “Distribution [and/or
Service] (12b-1) Fees,” and “Other Expenses” as those terms are defined in Instruction 3 to Item 3 of this form
as modified by Instructions 2(a)(ii) and (c)(i) to this Item. Reflect recurring and non-recurring fees charged to all
investors other than any exchange fees, sales charges (loads), or fees charged upon redemption of the Fund’s shares.
The amount of expenses deducted from the Fund’s assets are the amounts shown as expenses in the Fund’s statement
of operations (including increases resulting from complying with paragraph 2(g) of rule 6-07 of Regulation S-X
[17 CFR 210.6-07]).

58

(ii) For purposes of this Item 27(d)(1), “Other Expenses” include extraordinary expenses as determined under generally
accepted accounting principles (see Accounting Principles Board Opinion No. 30). If extraordinary expenses were
incurred that materially affected the Fund’s “Other Expenses,” the Fund may disclose in a footnote to the Example
what “actual expenses” would have been had the extraordinary expenses not been included.
(b) Assume reinvestment of all dividends and distributions.
(c) (i) Base the percentages of “actual expenses” on amounts incurred during the Fund’s most recent fiscal half-year (the
Fund’s second fiscal half-year in the case of an annual report). “Actual expenses” should reflect actual expenses
after expense reimbursement or fee waiver arrangements that reduced expenses during the most recent fiscal halfyear.
(ii) If there have been any increases or decreases in Fund expenses that occurred during the Fund’s most recent fiscal
half-year (or that have occurred or are expected to occur during the current fiscal year) that would have materially
affected the information in the Example had those changes been in place throughout the most recent fiscal halfyear, restate in a footnote to the Example the expense information using the current fees as if they had been in
effect throughout the entire most recent fiscal half-year. A change in Fund expenses does not include a decrease in
expenses as a percentage of assets due to economies of scale or breakpoints in a fee arrangement resulting from
an increase in the Fund’s assets.
(d) Reflect any shareholder account fees collected by more than one Fund by allocating the total amount of the fees collected
during the Fund’s most recent fiscal half-year (the Fund’s second fiscal half-year in the case of an annual report) for
all such Funds to each Fund in proportion to the relative average net assets of the Fund. A Fund that charges account
fees based on a minimum account requirement exceeding $1,000 may adjust its account fees based on the amount of
the fee in relation to the Fund’s minimum account requirement.
(2) Graphical Representation of Holdings. One or more tables, charts, or graphs depicting the portfolio holdings of the Fund by
reasonably identifiable categories (e.g., type of security, industry sector, geographic region, credit quality, or maturity) showing
the percentage of net asset value or total investments attributable to each. The categories and the basis of presentation (e.g.,
net asset value or total investments) should be selected, and the presentation should be formatted, in a manner reasonably
designed to depict clearly the types of investments made by the Fund, given its investment objectives. Credit quality should
be the ratings grade assigned by a nationally recognized statistical rating organization (“NRSRO”), as that term is used in
paragraphs (c)(2)(vi)(E), (F), and (H) of Rule 15c3-1 under the Exchange Act [17 CFR 240.15c3-1(c)(2)(vi)(E), (F), and
(H)]. The fund should use ratings of only one NRSRO.
(3) Statement Regarding Availability of Quarterly Portfolio Schedule. A statement that: (i) the Fund files its complete schedule
of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q; (ii) the Fund’s
Forms N-Q are available on the Commission’s website at http://www.sec.gov; (iii) the Fund’s Forms N-Q may be reviewed
and copied at the Commission’s Public Reference Room in Washington, DC, and that information on the operation of the
Public Reference Room may be obtained by calling 1-800-SEC-0330; and (iv) if the Fund makes the information on Form
N-Q available to shareholders on its website or upon request, a description of how the information may be obtained from
the Fund.
(4) Statement Regarding Availability of Proxy Voting Policies and Procedures. A statement that a description of the policies
and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without
charge, upon request, by calling a specified toll-free (or collect) telephone number; (ii) on the Fund’s website, if applicable;
and (iii) on the Commission’s website at http://www.sec.gov.

Instruction. When a Fund (or financial intermediary through which shares of the Fund may be purchased or sold) receives a
request for a description of the policies and procedures that the Fund uses to determine how to vote proxies, the Fund (or financial
intermediary) must send the information disclosed in response to Item 17(f) of this Form, within three business days of receipt
of the request, by first-class mail or other means designed to ensure equally prompt delivery.
(5) Statement Regarding Availability of Proxy Voting Record. A statement that information regarding how the Fund voted proxies
relating to portfolio securities during the most recent 12-month period ended June 30 is available (i) without charge, upon
request, by calling a specified toll-free (or collect) telephone number; or on or through the Fund’s website at a specified
Internet address; or both; and (ii) on the Commission’s website at http://www.sec.gov.

59

Instructions.
1. If a Fund discloses that the Fund’s proxy voting record is available by calling a toll-free (or collect) telephone number, and
the Fund (or financial intermediary through which shares of the Fund may be purchased or sold) receives a request for this
information, the Fund (or financial intermediary) must send the information disclosed in the Fund’s most recently filed
report on Form N-PX, within three business days of receipt of the request, by first-class mail or other means designed to
ensure equally prompt delivery.
2. If a Fund discloses that the Fund’s proxy voting record is available on or through its website, the Fund must make available
free of charge the information disclosed in the Fund’s most recently filed report on Form N-PX on or through its website
as soon as reasonably practicable after filing the report with the Commission. The information disclosed in the Fund’s
most recently filed report on Form N-PX must remain available on or through the Fund’s website for as long as the Fund
remains subject to the requirements of Rule 30b1-4 (17 CFR 270.30b1-4) and discloses that the Fund’s proxy voting record
is available on or through its website.
(6) Statement Regarding Basis for Approval of Investment Advisory Contract. If the board of directors approved any investment
advisory contract during the Fund’s most recent fiscal half-year, discuss in reasonable detail the material factors and the
conclusions with respect thereto that formed the basis for the board’s approval. Include the following in the discussion:
(i) Factors relating to both the board’s selection of the investment adviser and approval of the advisory fee and any other
amounts to be paid by the Fund under the contract. This would include, but not be limited to, a discussion of the nature,
extent, and quality of the services to be provided by the investment adviser; the investment performance of the Fund
and the investment adviser; the costs of the services to be provided and profits to be realized by the investment adviser
and its affiliates from the relationship with the Fund; the extent to which economies of scale would be realized as the
Fund grows; and whether fee levels reflect these economies of scale for the benefit of Fund investors. Also indicate
in the discussion whether the board relied upon comparisons of the services to be rendered and the amounts to be
paid under the contract with those under other investment advisory contracts, such as contracts of the same and other
investment advisers with other registered investment companies or other types of clients (e.g., pension funds and other
institutional investors). If the board relied upon such comparisons, describe the comparisons that were relied on and
how they assisted the board in concluding that the contract should be approved; and
(ii) If applicable, any benefits derived or to be derived by the investment adviser from the relationship with the Fund
such as soft dollar arrangements by which brokers provide research to the Fund or its investment adviser in return for
allocating Fund brokerage.
Instructions.
1. Board approvals covered by this Item include both approvals of new investment advisory contracts and approvals of contract
renewals. Investment advisory contracts covered by this Item include subadvisory contracts.
2. Conclusory statements or a list of factors will not be considered sufficient disclosure. Relate the factors to the specific
circumstances of the Fund and the investment advisory contract and state how the board evaluated each factor. For example,
it is not sufficient to state that the board considered the amount of the investment advisory fee without stating what the
board concluded about the amount of the fee and how that affected its decision to approve the contract.
3.

If any factor enumerated in paragraph (d)()(i) of this Item is not relevant to the board’s evaluation of an investment advisory
contract, note this and explain the reasons why that factor is not relevant.

0

PART C: OTHER INFORMATION

Item 28. Exhibits

Subject to General Instruction D regarding incorporation by reference and rule 483 under the Securities Act [17 CFR 230.483], file
the exhibits listed below as part of the registration statement. Letter or number the exhibits in the sequence indicated and file copies
rather than originals, unless otherwise required by rule 483. Reflect any exhibit incorporated by reference in the list below and identify
the previously filed document containing the incorporated material.
(a) Articles of Incorporation. The Fund’s current articles of incorporation, charter, declaration of trust or corresponding instruments
and any related amendment.
(b) By-laws. The Fund’s current by-laws or corresponding instruments and any related amendment.
(c) Instruments Defining Rights of Security Holders. Instruments defining the rights of holders of the securities being registered,
including the relevant portion of the Fund’s articles of incorporation or by-laws.
(d) Investment Advisory Contracts. Investment advisory contracts relating to the management of the Fund’s assets.
(e) Underwriting Contracts. Underwriting or distribution contracts between the Fund and a principal underwriter, and agreements
between principal underwriters and dealers.
(f) Bonus or Profit Sharing Contracts. Bonus, profit sharing, pension, or similar contracts or arrangements in whole or in part
for the benefit of the Fund’s directors or officers in their official capacity. Describe in detail any plan not included in a formal
document.
(g) Custodian Agreements. Custodian agreements and depository contracts under section 17(f) [15 U.S.C. 80a-17(f)] concerning
the Fund’s securities and similar investments, including the schedule of remuneration.
(h) Other Material Contracts. Other material contracts not made in the ordinary course of business to be performed in whole or in
part on or after the filing date of the registration statement.
(i) Legal Opinion. An opinion and consent of counsel regarding the legality of the securities being registered, stating whether the
securities will, when sold, be legally issued, fully paid, and nonassessable.
(j) Other Opinions. Any other opinions, appraisals, or rulings, and related consents relied on in preparing the registration statement
and required by section 7 of the Securities Act [15 U.S.C. 77g].
(k) Omitted Financial Statements. Financial statements omitted from Item 27.
(l) Initial Capital Agreements. Any agreements or understandings made in consideration for providing the initial capital between
or among the Fund, the underwriter, adviser, promoter or initial shareholders and written assurances from promoters or initial
shareholders that purchases were made for investment purposes and not with the intention of redeeming or reselling.
(m) Rule 12b-1 Plan. Any plan entered into by the Fund under rule 12b-1 and any agreements with any person relating to the plan’s
implementation.
(n) Rule 18f-3 Plan. Any plan entered into by the Fund under rule 18f-3, any agreement with any person relating to the plan's
implementation, and any amendment to the plan or an agreement.
(o) Reserved.
(p) Codes of Ethics. Any codes of ethics adopted under rule 17j-1 of the Investment Company Act [17 CFR 270.17j-1] and currently
applicable to the Fund (i.e., the codes of the Fund and its investment advisers and principal underwriters). If there are no codes
of ethics applicable to the Fund, state the reason (e.g., that the Fund is a Money Market Fund).
Instruction. A Fund that is a feeder fund also must file a copy of all codes of ethics applicable to the master fund.

1

Item 29. Persons Controlled by or Under Common Control with the Fund

Provide a list or diagram of all persons directly or indirectly controlled by or under common control with the Fund. For any person
controlled by another person, disclose the percentage of voting securities owned by the immediately controlling person or other basis
of that person’s control. For each company, also provide the state or other sovereign power under the laws of which the company is
organized.
Instructions.
1. Include the Fund in the list or diagram and show the relationship of each company to the Fund and to the other companies named,
using cross-references if a company is controlled through direct ownership of its securities by two or more persons.
2. Indicate with appropriate symbols subsidiaries that file separate financial statements, subsidiaries included in consolidated
financial statements, or unconsolidated subsidiaries included in group financial statements. Indicate for other subsidiaries why
financial statements are not filed.
Item 30. Indemnification

State the general effect of any contract, arrangements or statute under which any director, officer, underwriter or affiliated person of
the Fund is insured or indemnified against any liability incurred in their official capacity, other than insurance provided by any director,
officer, affiliated person, or underwriter for their own protection.
Item 31. Business and Other Connections of the Investment Adviser

Describe any other business, profession, vocation or employment of a substantial nature that each investment adviser, and each
director, officer or partner of the adviser, is or has been engaged within the last two fiscal years for his or her own account or in the
capacity of director, officer, employee, partner, or trustee.
Instructions.
1. Disclose the name and principal business address of any company for which a person listed above serves in the capacity of
director, officer, employee, partner, or trustee, and the nature of the relationship.
2. The names of investment advisory clients need not be given in answering this Item.
Item 32. Principal Underwriters
(a) State the name of each investment company (other than the Fund) for which each principal underwriter currently distributing
the Fund’s securities also acts as a principal underwriter, depositor, or investment adviser.
(b) Provide the information required by the following table for each director, officer, or partner of each principal underwriter named
in the response to Item 25:

(1)

(2)

(3)

Name and Principal Business
Address

Positions and Offices with
Underwriter

Positions and Offices with
Fund

(c) Provide the information required by the following table for all commissions and other compensation received, directly or
indirectly, from the Fund during the last fiscal year by each principal underwriter who is not an affiliated person of the Fund or
any affiliated person of an affiliated person:

Instructions.
1. Disclose the type of services rendered in consideration for the compensation listed under column (5).
2. Instruction 1 to Item 25(c) also applies to this Item.
Item 33. Location of Accounts and Records

State the name and address of each person maintaining physical possession of each account, book, or other document required to be
maintained by section 31(a) [15 U.S.C. 80a‑30(a)] and the rules under that section.
Item 34. Management Services

Provide a summary of the substantive provisions of any management-related service contract not discussed in Part A or B, disclosing
the parties to the contract and the total amount paid and by whom for the Fund’s last three fiscal years.
Instructions.
1. The instructions to Item 19 also apply to this Item.
2. Exclude information about any service provided for payments totaling less than $5,000 during each of the last three fiscal
years.
Item 35. Undertakings

SIGNATURES
Pursuant to the requirements of (the Securities Act and) the Investment Company Act, the Fund (certifies that it meets all of the
requirement for effectiveness of this registration statement under rule 485(b) under the Securities Act and) has duly caused this
registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of
State of

on the day of

,

(Year)

, and

.

By

Fund

(Signature and Title)

Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in
the capacities and on the date(s) indicated.