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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-1A

This is a reference copy of Form N-1A. You may not send a completed printout of this form to the SEC to satisfy a filing obligation. You can only 

satisfy an SEC filing obligation by submitting the information required by this form to the SEC in electronic format online at https://

www.edgarfiling.sec.gov.

NOTE: This version of Form N-1A includes certain amendments that the Commission recently adopted, as indicated in bracketed text 

throughout this document. More information about these amendments’ compliance dates may be found in the Commission releases cited in

the bracketed text. The aspects of this form that the Commission has amended are included in this reference copy, but have not yet been 

approved by the OMB under the Paperwork Reduction Act.
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SEC 2052 (5/19)

Persons who respond to the collection of information contained in this form are not required to 

respond unless the form displays a currently valid OMB control number.

Check appropriate box or boxes

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. 

Post-Effective Amendment No.

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANYACT OF 1940

Amendment No.

Registrant Exact Name as Specified in Charter

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

Registrant’s Telephone Number, including Area Code

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

Approximate Date of 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)

on (date) pursuant to paragraph (a)

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 filedpost-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.
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SEC 2052 (5/19)

Persons who respond to the collection of information contained in this form are not required to 

respond unless the form displays a currently valid OMB control number.

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. 

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, DC 20549-1090. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

 

 
Public reference copy as of Jan. 16, 2020. 

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CONTENTS OF FORM N-1A

GENERALINSTRUCTIONS............................................................................................................................................. i

A. Definitions..................................................................................................................................................................... i

B. Filing and Use of Form N-1A ...................................................................................................................................... ii

C. Preparation of the Registration Statement................................................................................................................... iii

D. Incorporation by Reference........................................................................................................................................ vii

Part A – INFORMATION REQUIRED IN A PROSPECTUS....................................................................................... 1

Item 1. Front and Back Cover Pages ............................................................................................................................... 1

Item 2. Risk/Return Summary: Investment Objectives/Goals........................................................................................ 2

Item 3. Risk/Return Summary: Fee Table ...................................................................................................................... 2

Item 4. Risk/Return Summary: Investments, Risks, and Performance ............................................................................ 9

Item 5. Management ...................................................................................................................................................... 14

Item 6. Purchase and Sale of Fund Shares..................................................................................................................... 15

Item 7. Tax Information................................................................................................................................................. 16

Item 8. Financial Intermediary Compensation............................................................................................................... 16

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

Disclosure of Portfolio Holdings....................................................................................................................... 17

Item 10. Management, Organization, and Capital Structure ............................................................................................ 18

Item 11. Shareholder Information ..................................................................................................................................... 19

Item 12. Distribution Arrangements.................................................................................................................................. 23

Item 13. Financial Highlights Information........................................................................................................................ 25

Part B – INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION ...................... 29

Item 14. Cover Page and Table of Contents...................................................................................................................... 29

Item 15. Fund History ....................................................................................................................................................... 29

Item 16. Description of the Fund and Its Investments and Risks...................................................................................... 29

Item 17. Management of the Fund ..................................................................................................................................... 33

Item 18. Control Persons and Principal Holders of Securities .......................................................................................... 43

Item 19. Investment Advisory and Other Services............................................................................................................ 43

Item 20. Portfolio Managers.............................................................................................................................................. 47

Item 21. Brokerage Allocation and Other Practices.......................................................................................................... 49

Item 22. Capital Stock and Other Securities ..................................................................................................................... 50

Item 23. Purchase, Redemption, and Pricing of Shares..................................................................................................... 51

Item 24. Taxation of the Fund........................................................................................................................................... 52

Item 25. Underwriters ....................................................................................................................................................... 52

Item 26. Calculation of Performance Data........................................................................................................................ 53

Item 27. Financial Statements........................................................................................................................................... 60

Part C – OTHER INFORMATION ................................................................................................................................ 72

Item 28. Exhibits............................................................................................................................................................... 72

Item 29. Persons Controlled by or Under Common Control with the Fund...................................................................... 74

Item 30. Indemnification................................................................................................................................................... 74

Item 31. Business and Other Connections of Investment Adviser.................................................................................... 74

Item 32. Principal Underwriters........................................................................................................................................ 74

Item 33. Location of Accounts and Records..................................................................................................................... 75

Item 34. Management Services......................................................................................................................................... 75

Item 35. Undertakings....................................................................................................................................................... 75

SIGNATURES................................................................................................................................................................... 77
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i 

GENERAL INSTRUCTIONS

A. Definitions

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. 80a- 18(f), 18(g), and 18(i)].

“Exchange-Traded Fund” means a Fund or Class, the shares of which are listed and traded on a 

national securities exchange, and that has formed and operates under an exemptive order granted by the 

Commission or in reliance on an exemptive rule adopted by the Commission.

[Effective December 23, 2019, the definition for “Exchange-Traded Fund” appears as follows, 

pursuant to Exchange-Traded Funds, Investment Company Act Release No. 33646 (September 25, 

2019) [84 FR 57162 (October 24, 2019)]: 

“Exchange-Traded Fund” means a Fund or Class, the shares of which are listed and traded on a national 

securities exchange, and that has formed and operates under an exemptive order granted by the 

Commission or in reliance on rule 6c-11 [17 CFR 270.6c-11] under the Investment Company Act.”] 

“Fund” means the Registrant or a separate Series of the Registrant. When an item of Form N-1A

specifically applies to 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.

[Effective December 23, 2019, the definition for “Market Price” appears as follows, pursuant to 

Exchange-Traded Funds, Investment Company Act Release No. 33646 (September 25, 2019) [84 FR 

57162 (October 24, 2019)]: 

“Market Price” has the same meaning as in rule 6c-11 [17 CFR 270.6c-11] under the Investment Company 

Act.”] 

“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. 80a12(d)(1)(E)].

“Money Market Fund” means a registered open-end management investment company, or series

thereof, that is regulated as a money market fund pursuant to rule 2a-7 [17 CFR 270.2a-7] under the

Investment Company Act of 1940.

“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. 
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ii

“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];

(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 - 230.498] apply to the filing

of Form N-1A. Specific requirements concerning Funds appear in rules 480 - 485 and 495 - 498 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 N1A.

[Effective September 17, 2018, General Instruction B.4(b) appears as follows, pursuant to Inline 
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iii

XBRL Filing of Tagged Data, Investment Company Act Release No. 33139 (June 28, 2018) [83 

FR 40846 (Aug. 16, 2018)]: 

“(b) For registration statements and amendments filed only under the Investment Company Act, the 

general provisions in rules 8b-1 - 8b-32 [17 CFR 270.8b-1 - 270.8b-32] apply to the filing of Form N1A.”] 

(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 - 232.501] 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.
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iv

(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, 
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v 

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 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 
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vi

(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).

(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.

[Effective September 17, 2018, General Instruction C.3(g) appears as follows, pursuant to Inline XBRL 

Filing of Tagged Data, Investment Company Act Release No. 33139 (June 28, 2018) [83 FR 40846 (Aug. 

16, 2018)]: 

“(g) Interactive Data File. 

(i) An Interactive Data File (§232.11 of this chapter) is required to be submitted to the Commission 

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 
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vii

amends information provided in response to Items 2, 3, or 4. 

(A) Except as required by paragraph (g)(i)(B), 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 on or before the date the 

registration statement or post-effective amendment that contains the related 

information becomes effective.

(B) In the case of a post-effective amendment to a registration statement filed pursuant 

to paragraphs (b)(1)(i), (ii), (v), or (vii) of rule 485 under the Securities Act [17 CFR 

230.485(b)], the Interactive Data File must be submitted either with the filing, or as 

an amendment to the registration statement to which the Interactive Data Filing 

relates that is submitted on or before the date the post-effective amendment that 

contains the related information becomes effective.

(ii) An Interactive Data File is required to be submitted to the Commission in the manner provided 

by rule 405 of Regulation S-T for any form of prospectus filed pursuant to paragraphs (c) or (e) 

of rule 497 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 must be submitted with the filing made pursuant to rule 497. 

(iii)The Interactive Data File must be submitted in accordance with the specifications in the EDGAR 

Filer Manual, and 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

[Effective May 2, 2019, General Instruction D.2 appears as follows, as amended by the Commission 

pursuant to FAST Act Modernization and Simplification of Regulation S-K, Investment Company Act 

Release No. 10618 (Mar. 20, 2019) [84 FR 12674 (April 2, 2019)].] 

All incorporation by reference must comply with the requirements of this Form and the following rules on 

incorporation by reference: rule 411 under the Securities Act [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 rule 0-4 [17 CFR 270.0-4] (additional rules on 

incorporation by reference for Funds).
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1 

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 Exchange-Traded 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.

(5) If applicable, the statement required by rule 498(b)(1)(vii) under the Securities Act.

[Effective January 1, 2022, remove the preceding paragraph (a)(5), pursuant to Optional Internet 

Availability of Investment Company Shareholder Reports, Investment Company Act Release No. 33115 

(June 5, 2018) [83 FR 29158 (June 22, 2018)].] 

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 semiannual 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 email 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.
Public reference copy as of Jan. 16, 2020. 

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2 

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)).

Instruction. The Fund may combine the information about incorporation by reference with the statements

required under paragraph (b)(1).

(3) 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. 

(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.

[Effective December 23, 2019, the paragraph following “Fees and Expenses of the Fund” in Item 3 

appears as follows, pursuant to Exchange-Traded Funds, Investment Company Act Release No. 33646 

(September 25, 2019) [84 FR 57162 (October 24, 2019)]: 

“Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. 

You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, 
Public reference copy as of Jan. 16, 2020. 

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3 

which are not reflected in the tables and examples below. 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 

intermediary 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.”] 

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. 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.

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 _____%
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4 

1 year 3 years 5 years 10 years

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:

$___ $___ $___ $___

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 explanationsin 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 discountsis 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 “MaximumAccount 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. 
Public reference copy as of Jan. 16, 2020. 

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5 

[Effective December 23, 2019, Instruction 1(e) to Item 3 appears as follows, pursuant to 

Exchange-Traded Funds, Investment Company Act Release No. 33646 (September 25, 2019) [84 

FR 57162 (October 24, 2019)]: 

 “(e) If the Fund is an Exchange-Traded Fund, exclude any fees charged for the purchase and 

redemption of the Fund’s creation units.”] 

2. 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 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, and, if the Fund is a Money

Market Fund, does not include a liquidity fee imposed upon the sale of Fund shares in

accordance with rule 2a-7(c)(2).

(c) “Exchange Fee” includesthe 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.”
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6 

(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. “Extraordinary expenses” refers 

to expenses that are distinguished by their unusual nature and by the infrequency of 

occurrence. Unusual nature means the expense has a high degree of abnormality and is 

clearly unrelated to, or only incidentally related to, the ordinary and typical activities of the 

fund, taking into account the environment in which the fund operates. Infrequency of 

occurrence means the expense is not reasonably expected to recur in the foreseeable future, 

taking into consideration the environment in which the fund operates. The environment of a 

fund includes such factors as the characteristics of the industry or industries in which it 

operates, the geographical location of its operations, and the nature and extent of 

governmental regulation. If extraordinary expenses were incurred that materially affected the 

Fund’s “Other Expenses,” disclose in a footnote to the table what “Other Expenses” would 

have been had the extraordinary expenses been included. 

(iii) The Fund may subdivide this caption into no more than three subcaptions that identify the 

largest expense or expenses comprising “Other Expenses,” but must include a total of all 

“Other Expenses.” Alternatively, the Fund may include the components of “Other Expenses” in 

a parenthetical to the caption.

(d) (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.”

(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
Public reference copy as of Jan. 16, 2020. 

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7 

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 Registrant

 Where: 

AFFE = Acquired Fund fees and expenses;

F1, F2, F3,... = Total annual operating expense ratio for each Acquired Fund;

FY = Number of days in the relevant fiscal year;

AI1, AI2, AI3,... = Average invested balance in each Acquired Fund;

D1, D2, D3,... = Number of days invested in each Acquired Fund;

“Transaction Fees” = The total amount of sales loads, redemption fees, or other transaction 

fees paid by the 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.
Public reference copy as of Jan. 16, 2020. 

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8 

(i) 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)).

(ii) 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.

(iii) To determine the average invested balance (AI1) the numerator is the sum of the amount 

initially invested in an Acquired Fund during the most recent fiscal year (if the 

investment was held at the end of the previous fiscal year, use the amount invested as of 

the end of the previous fiscal year) and the amounts invested in the Acquired Fund no 

less frequently than monthly during the period the investment is held by the Fund (if the 

investment was held through the end of the fiscal year, use each month-end through and 

including the fiscal year end). Divide the numerator by the number of measurement 

points included in the calculation of the numerator (i.e., if an investment is made during 

the fiscal year and held for 3 succeeding months, the denominator would be 4).

(iv) 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.

(v) 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 reflect 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.
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9 

(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.

(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 intendsto 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
Public reference copy as of Jan. 16, 2020. 

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10

of issuersin 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) (A) If the Fund is a Money Market Fund that is not a government Money Market Fund, as defined in

§270.2a– 7(a)(16) or a retail Money Market Fund, as defined in § 270.2a–7(a)(25), include the

following statement:

You could lose money by investing in the Fund. Because the share price of the Fund will

fluctuate, when you sell your sharesthey may be worth more or less than what you originally

paid for them. The Fund may impose a fee upon sale of your shares or may temporarily

suspend your ability to sell shares if the Fund’s liquidity falls below required minimums

because of market conditions or other factors. An investment in the Fund is not insured or

guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you

should not expect that the sponsor will provide financial support to the Fund at any time.

(B) If the Fund is a Money Market Fund that is a government Money Market Fund, as defined in § 

270.2a–7(a)(16), or a retail Money Market Fund, as defined in § 270.2a–7(a)(25), and that is

subject to the requirements of §§ 270.2a–7(c)(2)(i) and/or (ii) of this chapter (or is not subject

to the requirements of §§ 270.2a–7(c)(2)(i) and/or (ii) of this chapter pursuant to § 270.2a–

7(c)(2)(iii) of this chapter, but has chosen to rely on the ability to impose liquidity fees and

suspend redemptions consistent with the requirements of §§ 270.2a–7(c)(2)(i) and/or (ii)),

include the following statement:

You could lose money by investing in the Fund. Although the Fund seeks to preserve the

value of your investment at $1.00 per share, it cannot guarantee it will do so. The Fund

may impose a fee upon sale of your shares or may temporarily suspend your ability to sell

shares if the Fund’s liquidity falls below required minimums because of market conditions

or other factors. An investment in the Fund is not insured or guaranteed by the Federal

Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has

no legal obligation to provide financial support to the Fund, and you should not expect that

the sponsor will provide financial support to the Fund at any time.

(C) If the Fund is a Money Market Fund that is a government Money Market Fund, as defined in

§ 270.2a–7(a)(16), that is not subject to the requirements of §§ 270.2a–7(c)(2)(i) and/or (ii) 

of this chapter pursuant to § 270.2a–7(c)(2)(iii) of this chapter, and that has not chosen to 

rely on the ability to impose liquidity fees and suspend redemptions consistent with the 

requirements of §§ 270.2a–7(c)(2)(i) and/or (ii), include the following statement:

You could lose money by investing in the Fund. Although the Fund seeks to preserve the 

value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment 

in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any 
Public reference copy as of Jan. 16, 2020. 

Do not file.

11

other government agency. The Fund’s sponsor has no legal obligation to provide financial 

support to the Fund, and you should not expect that the sponsor will provide financial

support to the Fund at any time.

Instruction. If an affiliated person, promoter, or principal underwriter of the Fund, or an

affiliated person of such a person, has contractually committed to provide financial

support to the Fund, and the term of the agreement will extend for at least one year

following the effective date of the Fund’s registration statement, the statement specified in

Item 4(b)(1)(ii)(A), Item 4(b)(1)(ii)(B), or Item 4(b)(1)(ii)(C) may omit the last sentence

(“The Fund’s sponsor has no legal obligation to provide financial support to the Fund,

and you should not expect that the sponsor will provide financial support to the Fund at

any time.”). For purposes of this Instruction, the term “financial support” includes any

capital contribution, purchase of a security from the Fund in reliance on § 270.17a–9,

purchase of any defaulted or devalued security at par, execution of letter of credit or letter

of indemnity, capital support agreement (whether or not the Fund ultimately received 

support), performance guarantee, or any other similar action reasonably intended to

increase or stabilize the value or liquidity of the fund’s portfolio; however, the term

“financial support” excludes any routine waiver of fees or reimbursement of fund

expenses, routine inter-fund lending, routine inter-fund purchases of fund shares, or any

action that would qualify as financial support as defined above, that the board of directors

has otherwise determined not to be reasonably intended to increase or stabilize the value

or liquidity of the fund's portfolio.

(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.

(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 
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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:

AVERAGE ANNUAL TOTAL RETURNS

(For the periods ended December 31, ____)

1 year 5 years

(or Life of Fund)

10 years

(or Life of Fund)

Return Before Taxes

____% ____% ____%

Return After Taxes on Distributions

____% ____% ____%

Return After Taxes on Distributions and Sale 

of Fund Shares

____% ____% ____%

Index (reflects no deduction for [fees, 

expenses, or taxes])

____% ____% ____%

(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;

(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, aftertax 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 
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years. If a Fund’s shares are sold subject to a salesload or account fees,state that salesloads 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 toll-free (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 returnsif other Classes have fewer than

10 years of annual returns;

(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 returnsin 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 reasonsfor the selection of a different Class.
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(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 thisInstruction 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 returnsif 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 returnsrequired 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 subadvisers.

Instructions
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1. A Fund need not identify a sub-adviser whose sole responsibility for the Fund is limited to dayto-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. 

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 subadviser 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-today 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).

[Effective December 23, 2019, Item 6(c) appears as follows, with new instructions 1-4, pursuant to 

Exchange-Traded Funds, Investment Company Act Release No. 33646 (September 25, 2019) [84 FR 

57162 (October 24, 2019)]: 
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“(c) Exchange-Traded Funds. If the Fund is an Exchange-Traded Fund, the Fund may omit the 

information required by paragraphs (a) and (b) of this Item and must disclose:

(1) That Individual Fund shares may only be bought and sold in the secondary market through a broker 

or dealer at a market price; 

(2) That because ETF 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); 

(3) That an investor may incur costs attributable to the difference between the highest price a buyer is 

willing to pay to purchase shares of the Fund (bid) and the lowest price a seller is willing to accept 

for shares of the Fund (ask) when buying or selling shares in the secondary market (the “bid-ask 

spread”); 

(4) If applicable, how to access recent information, including information on the Fund’s net asset value, 

Market Price, premiums and discounts, and bid-ask spreads, on the Exchange-Traded Fund’s 

website; and

(5) The median bid-ask spread for the Fund’s most recent fiscal year.

Instructions 

1. A Fund may omit the information required by paragraph (c)(5) of this Item if it satisfies the 

requirements of paragraph (c)(1)(v) of Rule 6c-11 [17 CFR 270.6c-11(c)(1)(v)] under the 

Investment Company Act. 

2. An Exchange-Traded Fund that had its initial listing on a national securities exchange at or 

before the beginning of the most recently completed fiscal year must include the median bid-ask 

spread for the Fund’s most recent fiscal year. For an Exchange-Traded Fund that had an initial 

listing after the beginning of the most recently completed fiscal year, explain that the ExchangeTraded Fund did not have a sufficient trading history to report trading information and related 

costs. Information should be based on the most recently completed fiscal year end. 

3. Bid-Ask Spread (Median). Calculate the median bid-ask spread by dividing the difference 

between the national best bid and national best offer by the mid-point of the national best bid and 

national best offer as of the end of each ten-second interval throughout each trading day of the 

Exchange-Traded Fund’s most recent fiscal year. Once the bid-ask spread for each ten-second 

interval throughout the fiscal year is determined, sort the spreads from lowest to highest. If there 

is an odd number of spread intervals, then the median is the middle number. If there is an even 

number of spread intervals, then the median is the average between the two middle numbers. 

Express the spread as a percentage, rounded to the nearest hundredth percent. 

4. A Fund may combine the information required by Item 6(c)(4) into the information required by 

Item 1(b)(1) and Rule 498(b)(1)(v) [17 CFR 230.498(b)(1)(v)] under the Securities Act.”] 

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
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17

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 relatedservices.

Paymentsto Broker-Dealers and OtherFinancialIntermediaries.

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 itsinvestment

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’sinvestment objectives, and how the strategy affectsthe 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’slosing 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 investmentstrategy.

4. Disclose any policy to concentrate in securities of issuersin 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 investmentstrategy 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 strategiesin 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 itsinvestment objective).

7. Disclose whether the Fund (if not a Money Market Fund) may engage in active and frequent

trading of portfolio securitiesto achieve its principal investment strategies. If so, explain the

tax consequencesto 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.
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(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.

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

servicesthat it providesto the Fund.

(ii) Describe the compensation of each investment adviser of the Fund as follows:

(A) If the Fund has operated for a full fiscal year, state the aggregate fee paid to the adviser for the 

most recent fiscal year as a percentage of average net assets. If the Fund has not operated for a 

full fiscal year, state what the adviser’s fee is as a percentage of average net assets, including 

any breakpoints.

(B) If the adviser’s fee is not based on a percentage of average net assets (e.g., the adviser receives 

a performance- based fee), describe the basis of the adviser’s compensation.

(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 changesin 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 thisItem.

(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 securitiesin 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’srole on the committee, team, or other group (e.g., lead member), including
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a description of any limitations on the person’srole and the relationship between the person’srole 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 thisrequirement, legal proceedings are material only to the extent that they

are likely to have a material adverse effect on the Fund or the ability of the investment adviser or 

principal underwriter to perform its contract with the Fund.

(b)Capital Stock. Disclose any unique or unusual restrictions on the right freely to retain or dispose of the 

Fund’s shares or material obligations or potential liabilities associated with holding the Fund’s shares 

(not including investment risks) that may expose investors to significant risks.

Item 11. Shareholder Information

(a) Pricing of Fund Shares. Describe the procedures for pricing the Fund’s shares, including: 

(1) An explanation that the price of Fund shares is based on the Fund’s net asset value and the method used 

to value Fund shares (market price, fair value, or amortized cost); except that if the Fund is an 

Exchange-Traded Fund, an explanation that the price of Fund shares is based on a market price. 

Instruction. A Fund (other than a Money Market Fund) must provide a brief explanation of the

circumstances under which it will use fair value pricing and the effects of using fair value pricing. With

respect to any portion of a Fund’s assets that are invested in one or more open-end management

investment companies that are registered under the Investment Company Act, the Fund may briefly

explain that the Fund’s net asset value is calculated based upon the net asset values of the registered 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 meansthat

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 exchangesthat trade on 

weekends or other days when the Fund does not price its shares, disclose that the net asset value

of the Fund’sshares may change on days when shareholders will not be able to purchase or 

redeem the Fund’sshares.

(b)Purchase of Fund Shares. Describe the procedures for purchasing the Fund’s shares.
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(c) Redemption of Fund Shares. Describe the procedures for redeeming the Fund’s shares, including:

(1) Any restrictions on redemptions.

(2) Any redemption charges, including how these charges will be collected and under what circumstances 

the charges will be waived.

(3) Any procedure that a shareholder can use to sell the Fund’s shares to the Fund or its underwriter through 

a broker-dealer, noting any charges that may be imposed for such service.

Instruction. The specific fees paid through the broker-dealer for such service need not be disclosed.

(4) The circumstances, if any, under which the Fund may redeem shares automatically without action by 

the shareholder in accounts below a certain number or value of shares.

(5) The circumstances, if any, under which the Fund may delay honoring a request for redemption for a 

certain time after a shareholder’s investment (e.g., whether a Fund does not process redemptions until 

clearance of the check for the initial investment).

(6) Any restrictions on, or costs associated with, transferring shares held in street name accounts.

(7) The number of days following receipt of shareholder redemption requests in which the fund typically 

expects to pay out redemption proceeds to redeeming shareholders. If the number of days differs by 

method of payment (e.g., check, wire, automated clearing house), then disclose the typical number of 

days or estimated range of days that the fund expects it will take to pay out redemptions proceeds for 

each method used.

(8) The methods that the fund typically expects to use to meet redemption requests, and whether those 

methods are used regularly, or only in stressed market conditions (e.g., sales of portfolio assets, holdings 

of cash or cash equivalents, lines of credit, interfund lending, and/or ability to redeem in kind).

(d)Dividends and Distributions. Describe the Fund’s policy with respect to dividends and distributions, 

including any options that shareholders may have as to the receipt of dividends and distributions.

(e) Frequent Purchases and Redemptions of Fund Shares.

(1) Describe the risks, if any, that frequent purchases and redemptions of Fund shares by Fund shareholders 

may present for other shareholders of the Fund.

(2) State whether or not the Fund’s board of directors has adopted policies and procedures with respect to 

frequent purchases and redemptions of Fund shares by Fund shareholders.

(3) If the Fund’s board of directors has not adopted any such policies and procedures, provide a statement 

of the specific basis for the view of the board that it is appropriate for the Fund not to have such policies 

and procedures.

(4) If the Fund’s board of directors has adopted any such policies and procedures, describe those policies 

and procedures, including:

(i) Whether or not the Fund discourages frequent purchases and redemptions of Fund shares by Fund

shareholders;

(ii) Whether or not the Fund accommodatesfrequent purchases and redemptions of Fund shares

by Fund shareholders; and
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(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 exchangesthat 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 chargesthat 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 exchangesinto

another Fund;

(E) Any restrictions imposed on exchange or purchase requests submitted by overnight delivery,

electronically, or via facsimile or telephone; and

(F) Any right of the Fund to reject, limit, delay, or impose other conditions on exchanges or 

purchases or to close or otherwise limit accounts based on a history of frequent purchases

and redemptions of Fund shares, including the circumstances under which such right will be 

exercised.

(5) If applicable, include a statement, adjacent to the disclosure required by paragraphs (e)(1) through (e)(4) 

of this Item, that the SAI includes a description of all arrangements with any person to permit frequent 

purchases and redemptions of Fund shares.

(f)Tax Consequences.

(1) Describe the tax consequences to shareholders of buying, holding, exchanging and selling the Fund’s 

shares, including, as applicable, that:

(i) The Fund intends to make distributions that may be taxed as ordinary income and capital gains 

(which may be taxable at different rates depending on the length of time the Fund holds its assets). If 

the Fund expects that its distributions, as a result of its investment objectives or strategies, will 

consist primarily of ordinary income or capital gains, provide disclosure to that effect.

(ii) The Fund’s distributions, whether received in cash or reinvested in additional shares of the Fund, 

may be subject to federal income tax.

(iii) An exchange of the Fund’s shares for shares of another fund will be treated as a sale of the Fund’s 

shares and any gain on the transaction may be subject to federal income tax.

(2) For a Fund that holds itself out as investing in securities generating tax-exempt income:

(i) Modify the disclosure required by paragraph (f)(1) to reflect that the Fund intends to distribute tax-
Public reference copy as of Jan. 16, 2020. 

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22

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.

[Effective December 23, 2019, Item 11(g) appears as follows, pursuant to Exchange-Traded Funds, 

Investment Company Act Release No. 33646 (September 25, 2019) [84 FR 57162 (October 24, 2019)]:

“(g) Exchange-Traded Funds. If the Fund is an Exchange-Traded Fund:

(1) The Fund may omit from the prospectus the information required by Items 11(a)(2), (b), and (c). 

(2) Provide a table showing the number of days the Market Price of the Fund shares was greater than the 

Fund’s net asset value and the number of days it was less than the Fund’s net asset value (i.e., premium 

or discount) for the most recently completed calendar year, and the most recently completed calendar 

quarters since that year (or the life of the Fund, if shorter). The Fund may omit the information required 

by this paragraph if it satisfies the requirements of paragraphs (c)(1)(ii)– (iv) and (c)(1)(vi) of Rule 6c11 [17 CFR 270.6c-11(c)(1)(ii)–(iv) and (c)(1)(vi)] under the Investment Company Act.”]

Instruction

1. Provide the information in tabular form.

2. Express the information as a percentage of the net asset value of the Fund, using separate

columns for the number of days the Market Price was greater than the Fund’s net asset value and

the number of days it was less than the Fund’s net asset value. Round all percentagesto 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.
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23

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. 

Instructions

1. If the Fund’s shares are sold subject to a front-end sales load, explain that the term “offering 

price” includes the front- end 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 
Public reference copy as of Jan. 16, 2020. 

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24

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

(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 hyper links 

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. 
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25

(1) Describe the main features of the structure of the Multiple Class Fund or Master-Feeder Fund. 

(2) If more than one Class of a Multiple Class Fund is offered in the prospectus, provide the information 

required by paragraphs (a) and (b) for each of those Classes.

(3) If a Multiple Class Fund offers in the prospectus shares that provide for mandatory or automatic 

conversions or exchanges from one Class to another Class, provide the information required by 

paragraphs (a) and (b) for both the shares offered and the Class into which the shares may be 

converted or exchanged. 

(4) If a Feeder Fund has the ability to change the Master Fund in which it invests, describe briefly the 

circumstances under which the Feeder Fund can do so. 

Instruction. A Feeder Fund that does not have the authority to change its Master Fund need not 

disclose the possibility and consequences of its no longer investing in the Master Fund. 

Item 13. Financial Highlights Information

(a) Provide the following information for the Fund, or for the Fund and its subsidiaries, audited for at 

least the latest 5 years and consolidated as required in Regulation S-X [17 CFR 210]. 

Financial Highlights

The financial highlights table is intended to help you understand the Fund’s financial performance for 

the past 5 years [or, if shorter, the period of the Fund’s operations]. Certain information reflects 

financial results for a single Fund share. The total returns in the table represent the rate that an investor 

would have earned [or lost] on an investment in the Fund (assuming reinvestment of all dividends and 

distributions). This information has been audited by , whose report, along with the Fund’s financial 

statements, are included in [the SAI or annual 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
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Portfolio Turnover Rate

Instructions

1. General. 

(a) Present the information in comparative columnar form for each of the last 5 fiscal years 

of the Fund (or for such shorter period as the Fund has been in operation), but only for 

periods subsequent to the effective date of the Fund’s registration statement. Also 

present the information for the period between the end of the latest fiscal year and the 

date of the latest balance sheet or statement of assets and liabilities. When a period in the 

table is for less than a full fiscal year, a Fund may annualize ratios in the table and 

disclose that the ratios are annualized in a note to the table.

(b) List per share amounts at least to the nearest cent. If the offering price is expressed in 

tenths of a cent or more, then state the amounts in the table in tenths of a cent. Present 

the information using a consistent number of decimal places. 

(c) Include the narrative explanation before the financial information. A Fund may modify 

the explanation if the explanation contains comparable information to that shown. 

2. Per Share Operating Performance. 

(a) Derive net investment income data by adding (deducting) the increase (decrease) per 

share in undistributed net investment income for the period to (from) dividends from net 

investment income per share for the period. The increase (decrease) per share may be 

derived by comparing the per share figures obtained by dividing undistributed net 

investment income at the beginning and end of the period by the number of shares 

outstanding on those dates. Other methods of computing net investment income may be 

acceptable. Provide an explanation in a note to the table of any other method used to 

compute net investment income. 

(b) The amount shown at the Net Gains or Losses on Securities caption is the balancing 

figure derived from the other amounts in the statement. The amount shown at this 

caption for a share outstanding throughout the year may not agree with the change in the 

aggregate gains and losses in the portfolio securities for the year because of the timing of 

sales and repurchases of the Fund’s shares in relation to fluctuating market values for the 

portfolio. 

(c) For any distributions made from sources other than net investment income and capital 

gains, state the per share amounts separately at the Returns of Capital caption and note 

the nature of the distributions. 

3. Total Return. 

(a) 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 
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27

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. 

[Effective December 23, 2019, Instruction 4(b) to Item 13 appears as follows, pursuant to ExchangeTraded Funds, Investment Company Act Release No. 33646 (September 25, 2019) [84 FR 57162 

(October 24, 2019)]: 

“(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.”] 

(b) A Fund that is a Money Market Fund may omit the Portfolio Turnover Rate. 

(c) 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 salesto 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.
Public reference copy as of Jan. 16, 2020. 

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28

(iv) Include in purchases and sales any short salesthat the Fund intendsto 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 optionsin the value of portfolio securities purchased during the reporting

period; include premiums received from the sale of optionsin the value of the portfolio

securities sold during the period.

(d) 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).
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29

Part B – INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

Item 14. Cover Page and Table of Contents

(a) Front Cover Page. Include the following information on the outside front cover page of the SAI: 

(1) The Fund’s name and the Class or Classes, if any, to which the SAI relates. If the Fund is a 

Series, also provide the Registrant’s name.

(2) The exchange ticker symbol of the Fund’s securities or, if the SAI relates to one or more Classes of the

Fund’s securities, adjacent to each such class, the exchange ticker symbol of such Class of the Fund’s

securities. If the Fund is an Exchange-Traded Fund, also identify the principal U.S. market or markets

on which the Fund shares are traded.

(3) A statement or statements:

(i) That the SAI is not a prospectus;

(ii) How the prospectus may be obtained; and

(iii) Whether and from where information isincorporated 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 prospectusto which the SAI relates.

(b)Table of Contents. Include under appropriate captions (and subcaptions) a list of the contents of the 

SAI and, when useful, provide cross-references to related disclosure in the prospectus.

Item 15. Fund History

(a) Provide the date and form of organization of the Fund and the name of the state or other jurisdiction in 

which the Fund is organized. 

(b)If the Fund has engaged in a business other than that of an investment company during the past 5 

years, state the nature of the other business and give the approximate date on which the Fund 

commenced business as an investment company. If the Fund’s name was changed during that period, 

state its former name and the approximate date on which it was changed. Briefly describe the nature 

and results of any change in the Fund’s business or name that occurred in connection with any 

bankruptcy, receivership, or similar proceeding, or any other material reorganization, readjustment or 

succession.

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

(a)Classification. State that the Fund is an open-end, management investment company and indicate, if 

applicable, that the Fund is diversified.

(b)Investment Strategies and Risks. Describe any investment strategies, including a strategy to invest in a 

particular type of security, used by an investment adviser of the Fund in managing the Fund that are 

not principal strategies and the risks of those strategies.
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30

(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, thirdparty 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 
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31

about portfolio securities;

(v) The individuals or categories of individuals who may authorize disclosure of the Fund’s portfolio 

securities (e.g., executive officers of the Fund);

(vi) The procedures that the Fund uses to ensure that disclosure of information about portfolio securities 

is in the best interests of Fund shareholders, including procedures to address conflicts between the 

interests of Fund shareholders, on the one hand, and those of the Fund’s investment adviser; 

principal underwriter; or any affiliated person of the Fund, its investment adviser, or its principal 

underwriter, on the other; and

(vii) The manner in which the board of directors exercises oversight of disclosure of the Fund’s 

portfolio securities.

Instruction. Include any policies and procedures of the Fund’sinvestment 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

securitiesto 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 thisItem, if, not later than the time that the Fund makes

the portfolio securitiesinformation available to any person pursuant to the arrangement, the Fund

disclosesthe 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 thisItem if:

(a) the Fund makesthe portfolio securitiesinformation 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 hyper link (or series of prominent hyper links) to the information 
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32

will be available. 

[Effective May 1, 2020, Instruction 3(b) to Item 16(f)(2) will appear as follows, pursuant to 

Investment Company Reporting Modernization, Investment Company Act Release No. 32314 (Oct. 

13, 2016) [81 FR 81870 (Nov. 18, 2016)], and to Investment Company Reporting Modernization, 

Investment Company Act Release No. 32936 (Dec. 8, 2017) [82 FR 58731 (Dec. 14, 2017)]: 

“(b) the Fund has disclosed in its current prospectus that the portfolio securitiesinformation 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’slargest 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 NCSR or Form N-PORT for the last month of the Fund’s first or third fiscal quarters with the

Commission for the period that includes the date as of which the website information is current;

and (3) the location on the Fund’s website where either the information or a prominent hyper link

(or series of prominent hyper links) to the information will be available.”] 

(g)Money Market Fund Material Events. If the Fund is a Money Market Fund (except any Money Market 

Fund that is not subject to the requirements of §§ 270.2a–7(c)(2)(i) and/or (ii) of this chapter pursuant 

to § 270.2a–7(c)(2)(iii) of this chapter, and has not chosen to rely on the ability to impose liquidity 

fees and suspend redemptions consistent with the requirements of §§ 270.2a–7(c)(2)(i) and/or (ii)) 

disclose, as applicable, the following events: 

(1) Imposition of Liquidity Fees and Temporary Suspensions of Fund Redemptions.

(i) During the last 10 years, any occasion on which the Fund has invested less than ten percent of its 

total assets in weekly liquid assets (as provided in § 270.2a–7(c)(2)(ii)), and with respect to each 

such occasion, whether the Fund’s board of directors determined to impose a liquidity fee pursuant 

to § 270.2a–7(c)(2)(ii) and/or temporarily suspend the Fund’s redemptions pursuant to § 270.2a–

7(c)(2)(i).

(ii) During the last 10 years, any occasion on which the Fund has invested less than thirty percent, but 

more than ten percent, of its total assets in weekly liquid assets (as provided in § 270.2a–7(c)(2)(i)) 

and the Fund’s board of directors has determined to impose a liquidity fee pursuant to § 270.2a–

7(c)(2)(i) and/or temporarily suspend the Fund’s redemptions pursuant to § 270.2a–7(c)(2)(i).

Instructions

1. With respect to each such occasion, disclose: the dates and length of time for which the Fund 

invested less than ten percent (or thirty percent, as applicable) of its total assets in weekly liquid 

assets; the dates and length of time for which the Fund’s board of directors determined to impose a 

liquidity fee pursuant to § 270.2a–7(c)(2)(i) or § 270.2a–7(c)(2)(ii), and/or temporarily suspend the 

Fund’s redemptions pursuant to § 270.2a–7(c)(2)(i); and the size of any liquidity fee imposed 

pursuant to § 270.2a–7(c)(2)(i) or § 270.2a–7(c)(2)(ii).

2. The disclosure required by Item 16(g)(1) should incorporate, as appropriate, any information that 

the Fund is required to report to the Commission on Items E.1, E.2, E.3, E.4, F.1, F.2, and G.1 of 

Form N–CR [17 CFR 274.222].

3. The disclosure required by Item 16(g)(1) should conclude with the following statement: “The Fund 

was required to disclose additional information about this event [or “these events,” as appropriate] 

on Form N–CR and to file this form with the Securities and Exchange Commission. Any Form N–

CR filing submitted by the Fund is available on the EDGAR Database on the Securities and 
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33

Exchange Commission’s Internet site at http://www.sec.gov.” 

(2) Financial Support Provided to Money Market Funds. During the last 10 years, any occasion on 

which an affiliated person, promoter, or principal underwriter of the Fund, or an affiliated 

person of such a person, provided any form of financial support to the Fund, including a 

description of the nature of support, person providing support, brief description of the 

relationship between the person providing support and the Fund, date support provided, amount 

of support, security supported (if applicable), and the value of security supported on date 

support was initiated (if applicable).

Instructions

1. The term “financial support” includes any capital contribution, purchase of a security from the Fund 

in reliance on § 270.17a–9, purchase of any defaulted or devalued security at par, execution of letter 

of credit or letter of indemnity, capital support agreement (whether or not the Fund ultimately 

received support), performance guarantee, or any other similar action reasonably intended to increase 

or stabilize the value or liquidity of the Fund’s portfolio; excluding, however, any routine waiver of 

fees or reimbursement of Fund expenses, routine inter-fund lending, routine inter-fund purchases of 

Fund shares, or any action that would qualify as financial support as defined above, that the board of 

directors has otherwise determined not to be reasonably intended to increase or stabilize the value or 

liquidity of the Fund’s portfolio.

2. If during the last 10 years, the Fund has participated in one or more mergers with another investment 

company (a “merging investment company”), provide the information required by Item 16(g)(2) with 

respect to any merging investment company as well as with respect to the Fund; for purposes of this 

Instruction, the term “merger” means a merger, consolidation, or purchase or sale of substantially all 

of the assets between the Fund and a merging investment company. If the person or entity that 

previously provided financial support to a merging investment company is not currently an affiliated 

person, promoter, or principal underwriter of the Fund, the Fund need not provide the information 

required by Item 16(g)(2) with respect to that merging investment company.

3. The disclosure required by Item 16(g)(2) should incorporate, as appropriate, any information that the 

Fund is required to report to the Commission on Items C.1, C.2, C.3, C.4, C.5, C.6, and C.7 of Form 

N–CR [17 CFR 274.222].

4. The disclosure required by Item 16(g)(2) should conclude with the following statement: “The Fund 

was required to disclose additional information about this event [or “these events,” as appropriate] on 

Form N–CR and to file this form with the Securities and Exchange Commission. Any Form N–CR 

filing submitted by the Fund is available on the EDGAR Database on the Securities and Exchange 

Commission’s Internet site at http://www.sec.gov.” 

Item 17. Management of the Fund 

Instructions

1. For purposes of this Item 17, the terms below have the following meanings: 

(a) The term “family of investment companies” means any two or more registered investment 

companies that:

(1) Share the same investment adviser or principal underwriter; and

(2) Hold themselves out to investors as related companies for purposes of investment and investor

services.
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(b) The term “fund complex” means two or more registered investment companies that:

(1) Hold themselves out to investors as related companies for purposes of investment and investor 

services; or

(2) Have a common investment adviser or have an investment adviser that is an affiliated person of 

the investment adviser of any of the other registered investment companies.

(c) The term “immediate family member” means a person’s spouse; child residing in the person’s 

household (including step and adoptive children); and any dependent of the person, as defined in 

section 152 of the Internal Revenue Code (26 U.S.C. 152).

(d) The term “officer” means the president, vice-president, secretary, treasurer, controller, or any other 

officer who performs policy-making functions.

2. When providing information about directors, furnish information for directors who are 

interested persons of the Fund separately from the information for directors who are not 

interested persons of the Fund. For example, when furnishing information in a table, you should 

provide separate tables (or separate sections of a single table) for directors who are interested 

persons and for directors who are not interested persons. When furnishing information in 

narrative form, indicate by heading or otherwise the directors who are interested persons and 

the directors who are not interested persons.

(a) Management Information. 

(1) Provide the information required by the following table for each director and officer of the 

Fund, and, if the Fund has an advisory board, member of the board. Explain in a footnote to the 

table any family relationship between the persons listed.

(1) (2) (3) (4) (5) (6)

Name, 

Address, 

and Age 

Position(s) 

Held with 

Fund 

Term of 

Office and 

Length of 

Time Served

Principal 

Occupation(s) 

During Past 

5 Years

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) unlessthe principal businessis

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 
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complex and provide the number of portfolios overseen as a director in the fund complex rather than 

listing each portfolio separately.

(2) For each individual listed in column (1) of the table required by paragraph (a)(1) of this Item 17, 

except for any director who is not an interested person of the Fund, describe any positions, 

including as an officer, employee, director, or general partner, held with affiliated persons or 

principal underwriters of the Fund.

Instruction

When an individual holds the same position(s) with two or more registered investment companiesthat 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 proceduresto be followed

by security holdersin submittingrecommendations.

(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;
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(B) An investment company, or a person that would be an investment company but for the

exclusions provided by sections 3(c)(1) and 3(c)(7) (15 U.S.C. 80a-3(c)(1) and (c)(7)), having

the same investment adviser or principal underwriter as the Fund or having an investment

adviser or principal underwriter that directly or indirectly controls, is controlled by, or is under

common control with an investment adviser or principal underwriter of the Fund;

(C) An investment adviser, principal underwriter, or affiliated person of the Fund; or

(D)Any person directly or indirectly controlling, controlled by, or under common control with an

investment adviser or principal underwriter of the Fund.

(ii) Unless disclosed in the table required by paragraph (a)(1) of this Item 17 or in response to 

paragraph (b)(3) of this Item 17, indicate any directorships held during the past five years by each 

director in any company with a class of securities registered pursuant to section 12 of the 

Securities Exchange Act (15 U.S.C. 78l) or subject to the requirements of section 15(d) of the 

Securities Exchange Act (15 U.S.C. 78o(d)) or any company registered as an investment company 

under the Investment Company Act, and name the companies in which the directorships were held. 

Instruction. When an individual holds the same position(s) with two or more portfolios that are part of the 

same fund complex, identify the fund complex and provide the number of portfolios for which the 

position(s) are held rather than listing each portfolio separately.

(4) For each director, state the dollar range of equity securities beneficially owned by the director as 

required by the following table:

(i) In the Fund; and 

(ii) On an aggregate basis, in any registered investment companies overseen by the director within the 

same family of investment companies as the Fund.

(1) (2) (3)

Name of Director Dollar Range of Equity 

Securities in the Fund 

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) underthe Exchange Act(17CFR

240.16a-1(a)(2)).

3. If the SAI covers more than one Fund or Series, disclose in column (2) the dollar range of equity

securities beneficially owned by a director in each Fund or Series overseen by the director.

4. In disclosing the dollar range of equity securities beneficially owned by a director in columns

(2) and (3), use the following ranges: none, $1–$10,000, $10,001–$50,000, $50,001–

$100,000, or over $100,000.
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(5) For each director who is not an interested person of the Fund, and his immediate family 

members, furnish the information required by the following table as to each class of securities 

owned beneficially or of record in:

(i) An investment adviser or principal underwriter of the Fund; or 

(ii) A person (other than a registered investment company) directly or indirectly controlling, controlled 

by, or under common control with an investment adviser or principal underwriter of the Fund: 

(1) (2) (3) (4) (5) (6)

Name of 

Director

Name of 

Owners and 

Relationships to 

Director

Company 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 16a-1(a)(2) under the Exchange Act (17 CFR 240.13d-3 or 240.16a-1(a)(2)).

3. Identify the company in which the director or immediate family member of the director owns 

securities in column (3). When the company is a person directly or indirectly controlling, controlled 

by, or under common control with an investment adviser or principal underwriter, describe the 

company’s relationship with the investment adviser or principal underwriter.

4. Provide the information required by columns (5) and (6) on an aggregate basis for each director and 

his immediate family members.

(6) Unless disclosed in response to paragraph (b)(5) of this Item 17, describe any direct or indirect 

interest, the value of which exceeds $120,000, of each director who is not an interested person 

of the Fund, or immediate family member of the director, during the two most recently 

completed calendar years, in:

(i) An investment adviser or principal underwriter of the Fund; or 

(ii) A person (other than a registered investment company) directly or indirectly controlling, controlled 

by, or under common control with an investment adviser or principal underwriter of the Fund.

Instructions

1. A director or immediate family member has an interest in a company if he is a party to a contract, 

arrangement, or understanding with respect to any securities of, or interest in, the company.

2. The interest of the director and the interests of his immediate family members should be aggregated 

in determining whether the value exceeds $120,000.

(7) Describe briefly any material interest, direct or indirect, of any director who is not an interested 

person of the Fund, or immediate family member of the director, in any transaction, or series of 

similar transactions, during the two most recently completed calendar years, in which the 

amount involved exceeds $120,000 and to which any of the following persons was a party:
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38

(i) The Fund; 

(ii) An officer of the Fund; 

(iii)An investment company, or a person that would be an investment company but for the exclusions 

provided by sections 3(c)(1) and 3(c)(7) (15 U.S.C. 80a-3(c)(1) and (c)(7)), having the same 

investment adviser or principal underwriter as the Fund or having an investment adviser or 

principal underwriter that directly or indirectly controls, is controlled by, or is under common 

control with an investment adviser or principal underwriter of the Fund; 

(iv)An officer of an investment company, or a person that would be an investment company but for 

the exclusions provided by sections 3(c)(1) and 3(c)(7) (15 U.S.C. 80a-3(c)(1) and (c)(7)), having 

the same investment adviser or principal underwriter as the Fund or having an investment adviser 

or principal underwriter that directly or indirectly controls, is controlled by, or is under common 

control with an investment adviser or principal underwriter of the Fund; 

(v) An investment adviser or principal underwriter of the Fund; 

(vi)An officer of an investment adviser or principal underwriter of the Fund;

(vii) A person directly or indirectly controlling, controlled by, or under common control with an 

investment adviser or principal underwriter of the Fund; or 

(viii) An officer of a person directly or indirectly controlling, controlled by, or under common control 

with an investment adviser or principal underwriter of the Fund. 

Instructions

1. Include the name of each director or immediate family member whose interest in any transaction or 

series of similar transactions is described and the nature of the circumstances by reason of which the 

interest is required to be described.

2. State the nature of the interest, the approximate dollar amount involved in the transaction, and, 

where practicable, the approximate dollar amount of the interest.

3. In computing the amount involved in the transaction or series of similar transactions, include all 

periodic payments in the case of any lease or other agreement providing for periodic payments.

4. Compute the amount of the interest of any director or immediate family member of the director 

without regard to the amount of profit or loss involved in the transaction(s).

5. As to any transaction involving the purchase or sale of assets, state the cost of the assets to the 

purchaser and, if acquired by the seller within two years prior to the transaction, the cost to the 

seller. Describe the method used in determining the purchase or sale price and the name of the 

person making the determination.

6. Disclose indirect, as well as direct, material interests in transactions. A person who has a position or 

relationship with, or interest in, a company that engages in a transaction with one of the persons 

listed in paragraphs (b)(7)(i) through (b)(7)(viii) of this Item 17 may have an indirect interest in the 

transaction by reason of the position, relationship, or interest. The interest in the transaction, 

however, will not be deemed “material” within the meaning of paragraph (b)(7) of this Item 17 

where the interest of the director or immediate family member arises solely from the holding of an 

equity interest (including a limited partnership interest, but excluding a general partnership interest) 

or a creditor interest in a company that is a party to the transaction with one of the persons specified 
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39

in paragraphs (b)(7)(i) through (b)(7)(viii) of this Item 17, and the transaction is not material to the 

company.

7. The materiality of any interest is to be determined on the basis of the significance of the information 

to investors in light of all the circumstances of the particular case. The importance of the interest to 

the person having the interest, the relationship of the parties to the transaction with each other, and 

the amount involved in the transaction are among the factors to be considered in determining the 

significance of the information to investors.

8. No information need be given as to any transaction where the interest of the director or immediate 

family member arises solely from the ownership of securities of a person specified in paragraphs 

(b)(7)(i) through (b)(7)(viii) of this Item 17 and the director or immediate family member receives 

no extra or special benefit not shared on a pro rata basis by all holders of the Class of securities.

9. Transactions include loans, lines of credit, and other indebtedness. For indebtedness, indicate the 

largest aggregate amount of indebtedness outstanding at any time during the period, the nature of 

the indebtedness and the transaction in which it was incurred, the amount outstanding as of the end 

of the most recently completed calendar year, and the rate of interest paid or charged.

10.No information need be given as to any routine, retail transaction. For example, the Fund need not 

disclose that a director has a credit card, bank or brokerage account, residential mortgage, or 

insurance policy with a person specified in paragraphs (b)(7)(i) through (b)(7)(viii) of this Item 17 

unless the director is accorded special treatment.

(8) Describe briefly any direct or indirect relationship, in which the amount involved exceeds 

$120,000, of any director who is not an interested person of the Fund, or immediate family 

member of the director, that existed at any time during the two most recently completed 

calendar years with any of the persons specified in paragraphs (b)(7)(i) through (b)(7)(viii) of 

this Item 17. Relationships include:

(i) Payments for property or services to or from any person specified in paragraphs (b)(7)(i) through 

(b)(7)(viii) of this Item 17;

(ii) Provision of legal services to any person specified in paragraphs (b)(7)(i) through (b)(7)(viii) of 

this Item 17; 

(iii)Provision of investment banking services to any person specified in paragraphs (b)(7)(i) through 

(b)(7)(viii) of this Item 17, other than as a participating underwriter in a syndicate; and

(iv)Any consulting or other relationship that is substantially similar in nature and scope to the 

relationships listed in paragraphs (b)(8)(i) through (b)(8)(iii) of this Item 17.

Instructions

1. Include the name of each director or immediate family member whose relationship is described and 

the nature of the circumstances by reason of which the relationship is required to be described.

2. State the nature of the relationship and the amount of business conducted between the director or 

immediate family member and the person specified in paragraphs (b)(7)(i) through (b)(7)(viii) of 

this Item 17 as a result of the relationship during the two most recently completed calendar years.

3. In computing the amount involved in a relationship, include all periodic payments in the case of any 

agreement providing for periodic payments.
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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 involvesthe rendering of services as a common contract

carrier, or public utility, at rates or chargesfixed in conformity with law or governmental

authority; or

B. Paymentsthat 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 ofsecuritiesisreceived.

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.
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(c)Compensation. For all directors of the Fund and for all members of any advisory board who receive 

compensation from the Fund, and for each of the three highest paid officers or any affiliated person of 

the Fund who received aggregate compensation from the Fund for the most recently completed fiscal 

year exceeding $60,000 (“Compensated Persons”):

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

COMPENSATION TABLE

(1) (2) (3) (4) (5)

Name of Person, 

Position

Aggregate 

Compensation 

From Fund

Pension or 

Retirement 

Benefits Accrued 

As Part of Funds 

Expenses 

Estimated Annual 

Benefits Upon 

Retirement 

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 Registrant has not completed its first full year since its organization, furnish the information 

for the current fiscal year, estimating future payments that would be made pursuant to an existing 

agreement or understanding. Disclose in a footnote to the Compensation Table the period for which 

the information is furnished.

3. Include in column (2) amounts deferred at the election of the Compensated Person, whether 

pursuant to a plan established under Section 401(k) of the Internal Revenue Code [26 U.S.C. 

401(k)] or otherwise for the fiscal year in which earned. Disclose in a footnote to the Compensation 

Table the total amount of deferred compensation (including interest) payable to or accrued for any 

Compensated Person.

4. Include in columns (3) and (4) all pension or retirement benefits proposed to be paid under any 

existing plan in the event of retirement at normal retirement date, directly or indirectly, by the 

Registrant, any of its subsidiaries, or other companies in the Fund Complex. Omit column (4) where 

retirement benefits are not determinable.

5. For any defined benefit or actuarial plan under which benefits are determined primarily by final 

compensation (or average final compensation) and years of service, provide the information 

required in column (4) in a separate table showing estimated annual benefits payable upon 

retirement (including amounts attributable to any defined benefit supplementary or excess pension 

award plans) in specified compensation and years of service classifications. Also provide the 

estimated credited years of service for each Compensated Person.

6. Include in column (5) only aggregate compensation paid to a director for service on the board and 

all other boards of investment companies in a Fund Complex specifying the number of such other 

investment companies.
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(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

(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 
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remain available on or through the Fund’s website for as long as the Fund remains subject to the 

requirements of Rule 30b1-4 (17 CFR 270.30b1-4) and discloses that the Fund’s proxy voting record is 

available on or through its website.

Item 18. Control Persons and Principal Holders of Securities

Provide the following information as of a specified date no more than 30 days prior to the date of filing the

registration statement or an amendment.

(a)Control Persons. State the name and address of each person who controls the Fund and explain the 

effect of that control on the voting rights of other security holders. For each control person, state the 

percentage of the Fund’s voting securities owned or any other basis of control. If the control person is 

a company, give the jurisdiction under the laws of which it is organized. List all parents of the control 

person.

Instruction. For purposes of this paragraph, “control” means(i) the beneficial ownership, either directly or 

through one or more controlled companies, of more than 25% of the voting securities of a company; (ii) the

acknowledgment or assertion by either the controlled or controlling party of the existence of control; or (iii) an

adjudication under section 2(a)(9), which has become final, that control exists.

(b)Principal Holders. State the name, address, and percentage of ownership of each person who owns of 

record or is known by the Fund to own beneficially 5% or more of any Class of the Fund’s 

outstanding equity securities.

Instructions

1. Calculate the percentages based on the amount of securities outstanding.

2. If securities are being registered under or in connection with a plan of acquisition, reorganization, 

readjustment or succession, indicate, as far as practicable, the ownership that would result from 

consummation of the plan based on present holdings and commitments.

3. Indicate whether the securities are owned of record, beneficially, or both. Show the respective 

percentage owned in each manner.

(c) Management Ownership. State the percentage of the Fund’s equity securities owned by all officers, 

directors, and members of any advisory board of the Fund as a group. If the amount owned by 

directors and officers as a group is less than 1% of the Class, provide a statement to that effect.

Item 19. Investment Advisory and Other Services

(a)Investment Advisers. Disclose the following information with respect to each investment adviser:

(1) The name of any person who controls the adviser, the basis of the person’s control, and the 

general nature of the person’s business. Also disclose, if material, the business history of any 

organization that controls the adviser.

(2) The name of any affiliated person of the Fund who also is an affiliated person of the adviser, 

and a list of all capacities in which the person is affiliated with the Fund and with the adviser.

Instruction. If an affiliated person of the Fund alone or together with others controls the adviser, state that 

fact. It is not necessary to provide the amount or percentage of the outstanding voting securities owned by the 

controlling person.
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(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’sinvestment 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 percentagesthat

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 documentsrequired under federal or state law, or to provide any similar

services with respect to the daily administration of the Fund, but does not include the following:

(a) Any contract with the Fund to provide investment advice;

(b) Any agreement with the Fund to perform as custodian, transfer agent, or dividend-paying agent for

the Fund; and

(c) Any contract with the Fund for outside legal or auditing services, or contract for personal
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45

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 reportsto the Fund’sshareholders.

3. In summarizing the substantive provisions of any management-related service contract, include the following:

(a) The name of the person providing the service;

(b) The direct or indirect relationships, if any, of the person with the Fund, an investment adviser

of the Fund or the Fund’s principal underwriter; and

(c) The nature of the services provided, and the basis of the compensation paid for the services for

the last three fiscal years.

(e) Other Investment Advice. If any person (other than a director, officer, member of an advisory board, 

employee, or investment adviser of the Fund), through any understanding, whether formal or 

informal, regularly advises the Fund or the Fund’s investment adviser with respect to the Fund’s 

investing in, purchasing, or selling securities or other property, or has the authority to determine what 

securities or other property should be purchased or sold by the Fund, and receives direct or indirect 

remuneration, provide the following information:

(1) The person’s name; 

(2) A description of the nature of the arrangement, and the advice or information provided; and

(3) Any remuneration (including, for example, participation, directly or indirectly, in commissions 

or other compensation paid in connection with transactions in the Fund’s portfolio securities) 

paid for the advice or information, and a statement as to how the remuneration was paid and by 

whom it was paid for the last three fiscal years.

Instruction. Do not include information for the following:

1. Persons who advised the investment adviser or the Fund solely through uniform publications distributed to 

subscribers;

2. Persons who provided the investment adviser or the Fund with only statistical and other factual information, 

advice about economic factors and trends, or advice as to occasional transactions in specific securities, but 

without generally advising about the purchase or sale of securities by the Fund;

3. A company that is excluded from the definition of “investment adviser” of an investment company under 

section 2(a)(20) (iii) [15 U.S.C. 80a-2(a)(20)(iii)];

4. Any person the character and amount of whose compensation for these services must be approved by a 

court; or

5. Other persons as the Commission has by rule or order determined not to be an “investment adviser” of an 

investment company.

(f)Dealer Reallowances. Disclose any 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 
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46

dollar amount and the manner in which amounts paid by the Fund under the plan during the last 

fiscal year were spent on:

(i) Advertising; 

(ii) Printing and mailing of prospectuses to other than current shareholders;

(iii)Compensation to underwriters; 

(iv)Compensation to broker-dealers;

(v) Compensation to sales personnel;

(vi)Interest, carrying, or other financing charges; and 

(vii) Other (specify).

(2) The relationship between amounts paid to the distributor and the expenses that it incurs (e.g., 

whether the plan reimburses the distributor only for expenses incurred or compensates the 

distributor regardless of its expenses).

(3) The amount of any unreimbursed expenses incurred under the plan in a previous year and 

carried over to future years, in dollars and as a percentage of the Fund’s net assets on the last 

day of the previous year.

(4) Whether the Fund participates in any joint distribution activities with another Series or 

investment company. If so, disclose, if applicable, that fees paid under the Fund’s rule 12b-1 

plan may be used to finance the distribution of the shares of another Series or investment 

company, and state the method of allocating distribution costs (e.g., relative net asset size, 

number of shareholder accounts).

(5) Whether any of the following persons had a direct or indirect financial interest in the operation 

of the plan or related agreements:

(i) Any interested person of the Fund; or 

(ii) Any director of the Fund who is not an interested person of the Fund. 

(6) The anticipated benefits to the Fund that may result from the plan.

(h)Other Service Providers.

(1) Unless disclosed in response to paragraph (d), identify any person who provides significant 

administrative or business affairs management services for the Fund (e.g., an “administrator”), 

describe the services provided, and the compensation paid for the services.

(2) State the name and principal business address of the Fund’s transfer agent and the dividendpaying 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.
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(4) If an affiliated person of the Fund, or an affiliated person of the affiliated person, acts as 

custodian, transfer agent, or dividend-paying agent for the Fund, describe the services that the 

person performs and the basis for remuneration.

(i)Securities Lending. 

(1) Provide the following dollar amounts of income and fees/compensation related to the securities 

lending activities of each Series during its most recent fiscal year: 

(i) Gross income from securities lending activities, including income from cash collateral 

reinvestment; 

(ii) All fees and/or compensation for each of the following securities lending activities and related 

services: Any share of revenue generated by the securities lending program paid to the securities 

lending agent(s) (“revenue split”); fees paid for cash collateral management services (including 

fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in the 

revenue split; administrative fees that are not included in the revenue split; fees for 

indemnification that are not included in the revenue split; rebates paid to borrowers; and any other 

fees relating to the securities lending program that are not included in the revenue split, including 

a description of those other fees;

(iii) The aggregate fees/compensation disclosed pursuant to paragraph (ii); and 

(iv) Net income from securities lending activities (i.e., the dollar amount in paragraph (i) minus the 

dollar amount in paragraph (iii)). 

Instruction. If a fee for a service is included in the revenue split, state that the fee is “included in the 

revenue split.” 

(2) Describe the services provided to the Series by the securities lending agent in the Series’ most 

recent fiscal year. 

Item 20. Portfolio Managers 

(a) Other Accounts Managed. If a Portfolio Manager required to be identified in response to Item 5(b) is 

primarily responsible for the day-to-day management of the portfolio of any other account, provide 

the following information: 

(1) The Portfolio Manager’s name;

(2) The number of other accounts managed within each of the following categories and the total 

assets in the accounts managed within each category:

(A) Registered investment companies;

(B) Other pooled investment vehicles; and

(C) Other accounts.

(3) For each of the categories in paragraph (a)(2) of this Item, the number of accounts and the total 

assets in the accounts with respect to which the advisory fee is based on the performance of the 

account; and 

(4) A description of any material conflicts of interest that may arise in connection with the Portfolio 

Manager’s management of the Fund’s investments, on the one hand, and the investments of the 
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48

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, 
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49

$100,001–$500,000, $500,001–$1,000,000, or over $1,000,000. 

Instructions

1. Provide the information required by this paragraph as of the end of the Fund’s most recently completed 

fiscal year, except that, in the case of an initial registration statement or an update to the Fund’s 

registration statement that discloses a new Portfolio Manager, information with respect to any newly 

identified Portfolio Manager must be provided as of the most recent practicable date. Specify the valuation 

date.

2. Determine “beneficial ownership” in accordance with rule 16a-1(a)(2) under the Exchange Act (17 CFR 

240.16a-1(a)(2)).

Item 21. Brokerage Allocation and Other Practices

(a) Brokerage Transactions. Describe how transactions in portfolio securities are affected, including a 

general statement about brokerage commissions, markups, and markdowns on principal 

transactions and the aggregate amount of any brokerage commissions paid by the Fund during its 

three most recent fiscal years. If, during either of the two years preceding the Fund’s most recent 

fiscal year, the aggregate dollar amount of brokerage commissions paid by the Fund differed 

materially from the amount paid during the most recent fiscal year, state the reason(s) for the 

difference(s).

(b)Commissions.

(1) Identify, disclose the relationship, and state the aggregate dollar amount of brokerage 

commissions paid by the Fund during its three most recent fiscal years to any broker:

(i) That is an affiliated person of the Fund or an affiliated person of that person; or

(ii) An affiliated person of which is an affiliated person of the Fund, its investment adviser, or 

principal underwriter.

(2) For each broker identified in response to paragraph (b)(1), state:

(i) The percentage of the Fund’s aggregate brokerage commissions paid to the broker during the most

recent fiscal year; and

(ii) The percentage of the Fund’s aggregate dollar amount of transactions involving the payment of 

commissions effected through the broker during the most recent fiscal year.

(3) State the reasons for any material difference in the percentage of brokerage commissions paid 

to, and the percentage of transactions effected through, a broker disclosed in response to 

paragraph (b)(1).

(c) Brokerage Selection. Describe how the Fund will select brokers to effect securities transactions for 

the Fund and how the Fund will evaluate the overall reasonableness of brokerage commissions 

paid, including the factors that the Fund will consider in making these determinations.

Instructions

1. If the Fund will consider the receipt of products or services other than brokerage or research services in 

selecting brokers, specify those products and services.

2. If the Fund will consider the receipt of research services in selecting brokers, identify the nature of 

those research services.
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3. State whether persons acting on the Fund’s behalf are authorized to pay a broker a higher brokerage 

commission than another broker might have charged for the same transaction in recognition of the 

value of (a) brokerage or (b) research services provided by the broker.

4. If applicable, explain that research services provided by brokers through which the Fund effects 

securities transactions may be used by the Fund’s investment adviser in servicing all of its accounts and 

that not all of these services may be used by the adviser in connection with the Fund. If other policies 

or practices are applicable to the Fund with respect to the allocation of research services provided by 

brokers, explain those policies and practices.

(d)Directed Brokerage. If, during the last fiscal year, the Fund or its investment adviser, through an 

agreement or understanding with a broker, or otherwise through an internal allocation procedure, 

directed the Fund’s brokerage transactions to a broker because of research services provided, state 

the amount of the transactions and related commissions.

(e) Regular Broker-Dealers. If the Fund has acquired during its most recent fiscal year or during the 

period of time since organization, whichever is shorter, securities of its regular brokers or dealers 

as defined in rule 10b-1 [17 CFR 270.10b-1] or of their parents, identify those brokers or dealers 

and state the value of the Fund’s aggregate holdings of the securities of each issuer as of the close 

of the Fund’s most recent fiscal year.

Instruction. The Fund need only disclose information about an issuer that derived more than 15% of its 

gross revenues from the business of a broker, a dealer, an underwriter, or an investment adviser during its 

most recent fiscal year.

Item 22. Capital Stock and Other Securities

(a)Capital Stock. For each Class of capital stock of the Fund, provide: 

(1) The title of each Class; and

(2) A full discussion of the following provisions or characteristics of each Class, if applicable:

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

(ii) Material obligations or potential liabilities associated with owning the Fund’s shares (not 

including investment risks);

(iii) Dividend rights;

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

majority vote);

(v) Liquidation rights;

(vi) Preemptive rights;

(vii) Conversion rights;

(viii)Redemption provisions;

(ix) Sinking fund provisions; and

(x) Liability to further calls or to assessment by the Fund.
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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 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, 
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52

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:

(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). 
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(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:

EFFECTIVE YIELD = [(BASE PERIOD RETURN + 1)365/7] - 1.

(3) Tax Equivalent Current Yield Quotation. Calculate the Fund’s tax equivalent current yield by 

dividing that portion of the Fund’s yield (as calculated under paragraph (a)(1)) that is taxexempt by 1 minus a stated income tax rate and adding the quotient to that portion, if any, of 
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the Fund’s yield that is not tax-exempt.

(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 originalshares and additional shares; and

(b) All fees, other than non-recurring account or sales charges, that are imposed on all shareholder

accountsin proportion to the length of the base period. For any account feesthat 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:

P(1+T)n = ERV

Where:

P = a hypothetical initial payment of $1,000.

T = average annual total return.

n = number of years.

ERV = 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).
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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 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

accountsthat are paid other than by redemption of the Fund’sshares.

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.

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:

P(1+T)n = ATVD 

Where:

P = a hypothetical initial payment of $1,000.

T = average annual total return.

n = number of years.

ATVD = 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.
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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., tax-exempt 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.

(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:

P(1+T)n = ATVDR

Where:

P = a hypothetical initial payment of $1,000.

T = average annual total return (after taxes on distributions and redemption).

n = number of years.
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ATVDR = ending value of a hypothetical $1,000 payment made at the beginning of 

the 1-, 5-, or 10-year periods (or fractional portion), after taxes on fund 

distribution 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., tax-exempt 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 basisfrom the

redemption proceeds (after deducting any nonrecurring charges as specified by 

Instruction 6).
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(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.

(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 �(

aa−bb

cccc + 1� 6 − 1]

Where:

a = dividends and interest earned during the period.

b = expenses accrued for the period (net of reimbursements).

c = the average daily number of shares outstanding during the period that were 

entitled to receive dividends.

d = 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 
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59

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 tax-exempt 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”):

(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 
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60

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 pricemake-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. 

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:
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(1) Financial Statements. The audited financial statements required, and for the periods 

specified, by Regulation S-X.

Instructions

1. Schedule IX – Summary schedule of investments in securities of unaffiliated issuers [17 CFR

210.12-12B] 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 – Investmentsin securities of unaffiliated

issuers [17 CFR 210.12-12B] may be omitted from itsfinancial statements, provided that: (a)

the Fund statesin the report that the Fund’s complete schedule of investments in securities of 

unaffiliated issuersis 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’sschedule of investments in securities of unaffiliated issuers, the Fund (or

financial intermediary) sends a copy of Schedule I – Investmentsin 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 
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62

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.

(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-, and10-year 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 firstfiscal 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 subsequentfiscal 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’srequired minimum initial investment if that amount

exceeds $10,000.

2. Sales Load. Reflect any salesload (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

salesload (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

salesload 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.
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4. Account Fees. Reflect recurring feesthat are charged to all accounts.

(a) For any account feesthat 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, unlessthe index is widely recognized

and used. Adjust the index to reflect the reinvestment of dividends on securitiesin the index,

but do not reflect the expenses of the Fund.

6. Additional Indexes. A Fund is encouraged to compare its performance not only to the

required broad-based index, but also to other more narrowly based indexesthat reflect the

market sectorsin which the Fund invests. A Fund also may compare its performance to an

additional broad-based index, or to a non-securitiesindex (e.g., the Consumer Price Index),

so long as the comparison is not misleading.

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 servicesto 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 notshown.
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64

(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).

[Effective December 23, 2019, Item 27(b)(7)(iv) appears as follows, pursuant to ExchangeTraded Funds, Investment Company Act Release No. 33646 (September 25, 2019) [84 FR 

57162 (October 24, 2019)]: 

“(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 calendar year, and the most recently 

completed calendar quarters since that year (or the life of the Fund, if shorter). The Fund may 

omit the information required by this paragraph if it satisfies the requirements of paragraphs

(c)(1)(ii)–(iv) and (c)(1)(vi) of Rule 6c-11 [17 CFR 270.6c-11(c)(1)(ii)–(iv) and (c)(1)(vi)] under 

the Investment Company Act.”]

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’sfiscal 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.

Instruction

Instructions 1 and 2 to Item 27(b)(1) also apply to thisItem 27(c)(1).
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(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 (e.g., 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 
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66

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.

Beginning

Account Value

[Date]

Ending 

Account 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 explanationsin the order indicated. A Fund may modify the narrative

explanations if the explanation contains comparable information to thatshown, and is

required to make any modifications necessary to reflect accurately the Fund’s

circumstances. A Fund may eliminate any parts of the narrative explanationsthat 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’ssecond fiscal half-year in the case of an annual report).

Expressthe 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.
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67

(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. 

[Effective December 23, 2019, Instruction 1(e)(ii) to Item 27(d)(1) appears as 

follows, pursuant to Exchange-Traded Funds, Investment Company Act Release No. 

33646 (September 25, 2019) [84 FR 57162 (October 24, 2019)]: 

“(ii) 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 nonrecurring 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]). 

(ii) For purposes of this Item 27(d)(1), “Other Expenses” include extraordinary 

expenses. “Extraordinary expenses” refers to expenses that are distinguished by their 

unusual nature and by the infrequency of occurrence. Unusual nature means the 

expense has a high degree of abnormality and is clearly unrelated to, or only 

incidentally related to, the ordinary and typical activities of the fund, taking into 

account the environment in which the fund operates. Infrequency of occurrence 

means the expense is not reasonably expected to recur in the foreseeable future, 

taking into consideration the environment in which the fund operates. The 

environment of a fund includes such factors as the characteristics of the industry or 

industries in which it operates, the geographical location of its operations, and the 

nature and extent of governmental regulation. If extraordinary expenses were incurred 

that materially affected the Fund’s “Other Expenses,” 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 half-year.
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68

(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 half-year, 

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 regions, credit quality, or maturity) showing the percentage of net 

asset value or total investments attributable to each. The categories and the basis of 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. If the Fund depicts 

portfolio holdings according to the credit quality, it should include a description of how the 

credit quality of the holdings were determined, and if credit ratings, as defined in section 

3(a)(60) of the Securities Exchange Act [15 U.S.C. 78(c)(a)(60)], assigned by a credit rating 

agency, as defined in section 3(a)(61) of the Securities Exchange Act [15 U.S.C. 

78(c)(a)(61)], are used, explain how they were identified and selected. This description 

should be included near, or as part of, the graphical representation.

(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; and (iii) 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.

[Effective May 1, 2020, Item 27(d)(3) will appear as follows, pursuant to Investment Company 

Reporting Modernization, Investment Company Act Release No. 32314 (Oct. 13, 2016) [81 FR 

81870 (Nov. 18, 2016)], and to Investment Company Reporting Modernization, Investment 

Company Act Release No. 32936 (Dec. 8, 2017) [82 FR 58731 (Dec. 14, 2017)]: 

“(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 as an exhibit to its reports on Form N-PORT; (ii) the Fund’s

Form N-PORT reports are available on the Commission’s Web site at http://www.sec.gov; and 

(iii) if the Fund makes the information on Form N-PORT available to shareholders on its 

Web site or upon request, a description of how the information may be obtained from the 

Fund.”]

[Effective December 23, 2019, an instruction to Item 27(d)(3) appears as follows, pursuant to 

Exchange-Traded Funds, Investment Company Act Release No. 33646 (September 25, 2019) [84 

FR 57162 (October 24, 2019)]: 
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“Instruction 

A Money Market Fund will omit the statement required by Item 27(d)(3) and instead provide a 

statement that (i) the Money Market Fund files its complete schedule of portfolio holdings with 

the Commission each month on Form N-MFP; (ii) the Money Market Fund’s reports on Form NMFP are available on the Commission’s website at http://www.sec.gov; and (iii) the Money 

Market Fund makes portfolio holdings information available to shareholders on its website.”]

(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 Web site, if applicable;

and (iii) on the Commission’s Web site 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 proceduresthat 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 Web site at a 

specified Internet address; or both; and (ii) on the Commission’s Web site at 

http://www.sec.gov.

Instructions

1. If a Fund disclosesthat 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 mostrecently 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 disclosesthat 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) Board Approvals and Liquidity Reviews.

(i) 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-
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70

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:

(A) 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

(B) 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 thisItem include both approvals of new investment advisory

contracts and approvals of contract renewals. Investment advisory contracts covered by

thisItem include subadvisory contracts.

2. Conclusory statements or a list of factors will not be considered sufficient disclosure.

Relate the factorsto 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)(6)(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.

[Effective September 10, 2018, add the following paragraph (d)(6)(ii), pursuant to 

Investment Company Liquidity Disclosure, Investment Company Act Release No. 33142 

(June 28, 2018) [83 FR 31859 (July 10, 2018)]: 

(ii) Statement Regarding Liquidity Risk Management Program. If the board of directors reviewed the 

Fund’s liquidity risk management program pursuant to rule 22e-4(b)(2)(iii) of the Act [17 CFR 

270.22e-4(b)(2)(iii)] during the Fund’s most recent fiscal half-year, briefly discuss the operation 

and effectiveness of the Fund’s liquidity risk management program over the past year.

Instruction

If the board reviews the liquidity risk management program more frequently than annually, a 

fund may choose to include the discussion of the program’s operation and effectiveness over 

the past year in one of either the fund’s annual or semi-annual reports, but does not need to 
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71

include it in both reports.] 

(7) Front Cover Page or beginning of Annual and Semi-Annual Report. Include on the front 

cover page or at the beginning of the annual or semi-annual report a statement to the 

following effect, if applicable: 

 Beginning on [date], as permitted by regulations adopted by the Securities and Exchange 

Commission, paper copies of the Fund’s shareholder reports like this one will no longer be sent by 

mail, unless you specifically request paper copies of the reports from the Fund [or from your 

financial intermediary, such as a broker-dealer or bank]. Instead, the reports will be made available 

on a website, and you will be notified by mail each time a report is posted and provided with a 

website link to access the report. 

 If you already elected to receive shareholder reports electronically, you will not be affected by 

this change and you need not take any action. You may elect to receive shareholder reports and 

other communications from the Fund [or your financial intermediary] electronically by [insert 

instructions]. 

 You may elect to receive all future reports in paper free of charge. You can inform the Fund 

[or your financial intermediary] that you wish to continue receiving paper copies of your 

shareholder reports by [insert instructions]. Your election to receive reports in paper will apply to 

all funds held with [the fund complex/your financial intermediary].

[Effective January 1, 2022, remove the preceding paragraph (d)(7), pursuant to Optional Internet 

Availability of Investment Company Shareholder Reports, Investment Company Act Release No. 

33115 (June 5, 2018) [83 FR 29158 (June 22, 2018)].] 
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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 exhibitslisted below as part of the registration statement. Letter or number

the exhibitsin 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.
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(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).

[Effective April 2, 2019, Instruction 4 appears as follows, as amended by the Commission pursuant to 

FAST Act Modernization and Simplification of Regulation S-K, Investment Company Act Release No. 

10618 (Mar. 20, 2019) [84 FR 12674 (April 2, 2019)]. Effective May 2, 2019, Instructions 1, 2, 3, and 

5 appear as follows, as amended by the Commission pursuant to the same.] 

Instructions: 

1. A Fund that is a Feeder Fund also must file a copy of all codes of ethics applicable to the Master 

Fund. 

2. Schedules (or similar attachments) to the exhibits required by this Item are not required to be filed 

provided that they do not contain information material to an investment or voting decision and that 

information is not otherwise disclosed in the exhibit or the disclosure document. Each exhibit filed 

must contain a list briefly identifying the contents of all omitted schedules. Registrants need not 

prepare a separate list of omitted information if such information is already included within the 

exhibit in a manner that conveys the subject matter of the omitted schedules and attachments. In 

addition, the registrant must provide a copy of any omitted schedule to the Commission or its staff 

upon request. 

3. The registrant may redact information from exhibits required to be filed by this Item if disclosure of 

such information would constitute a clearly unwarranted invasion of personal privacy (e.g., disclosure 

of bank account numbers, social security numbers, home addresses and similar information). 

4. The registrant may redact provisions or terms of exhibits required to be filed by paragraph (h) of this 

Item if those provisions or terms are both (1) not material and (2) would likely cause competitive 

harm to the registrant if publicly disclosed. If it does so, the registrant should mark the exhibit index 

to indicate that portions of the exhibit or exhibits have been omitted and include a prominent 

statement on the first page of the redacted exhibit that certain identified information has been 

excluded from the exhibit because it is both (1) not material and (2) would likely cause competitive 

harm to the registrant if publicly disclosed. The registrant also must indicate by brackets where the 

information is omitted from the filed version of the exhibit. 

If requested by the Commission or its staff, the registrant must promptly provide an unredacted copy 

of the exhibit on a supplemental basis. The Commission staff also may request the registrant to 

provide its materiality and competitive harm analyses on a supplemental basis. Upon evaluation of the 

registrant’s supplemental materials, the Commission or its staff may request the registrant to amend its 

filing to include in the exhibit any previously redacted information that is not adequately supported by 

the registrant’s materiality and competitive harm analyses. The registrant may request confidential 

treatment of the supplemental material pursuant to Rule 83 (§ 200.83 of this chapter) while it is in the 

possession of the Commission or its staff. After completing its review of the supplemental 

information, the Commission or its staff will return or destroy it at the request of the registrant, if the 

registrant complies with the procedures outlined in Rules 418 (§ 230.418 of this chapter). 
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5. Each exhibit identified in the exhibit index (other than an exhibit filed in eXtensible Business Reporting 

Language) must include an active link to an exhibit that is filed with the registration statement or, if the 

exhibit is incorporated by reference, an active hyperlink to the exhibit separately filed on EDGAR. If the 

registration statement is amended, each amendment must include active hyperlinks to the exhibits 

required with the amendment.

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-referencesif a company is controlled through direct ownership of

itssecurities by two or more persons.

2. Indicate with appropriate symbolssubsidiariesthat file separate financial statements,subsidiaries included

in consolidated financial statements, or unconsolidated subsidiariesincluded in group financial

statements. Indicate for othersubsidiaries why financialstatements 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 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: 
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(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:

(1) (2) (3) (4) (5)

Name of Principal 

Underwriter

Net Underwriting 

Discounts and 

Commissions

Compensation on 

Redemptions and 

Repurchases

Brokerage 

Commissions 

Other 

Compensation 

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.

Instructions

1. The instructions to Item 20.4 of this form shall also apply to this item.

2. Information need not be provided for any service for which total payments of less than $5,000 were 

made during each of the last three fiscal years.

3. A Fund may omit this information to the extent it is provided in its most recent report on Form N-CEN 

[17 CFR 274.101]. 

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 
Public reference copy as of Jan. 16, 2020. 

Do not file.

76

In initial registration statements filed under the Securities Act, provide an undertaking to file an 

amendment to the registration statement with certified financial statements showing the initial capital 

received before accepting subscriptions from more than 25 persons if the Fund intends to raise its initial 

capital under section 14(a)(3) [15 U.S.C. 80a-14(a)(3)].
Public reference copy as of Jan. 16, 2020. 

Do not file.

77

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, 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 , 

and State of , on the day of , . 

 _______________________________________

 Fund

 _______________________________________ __________________ 

 By Signature Title

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below 

by the following persons in the capacities and on the dates indicated.

 _______________________________________ __________________ ____________

 Signature Title Date