1. Item G.1.a.i. Legal proceedings.
(a) If the Registrant responded "YES" to Item B.11.a., provide abrief description of the proceedings. As part of the description,provide the case or docket number (if any), and the full names ofthe principal parties to the proceeding.
(b) If the Registrant responded "YES" to Item B.11.b., identify theproceeding and give its date of termination.
2. Item G.1.a.ii. Provision of financial support. If the Registrantresponded "YES" to Item B.14., provide the following information(unless the Registrant is a Money Market Fund):(a) Description of nature of support.
(b) Person providing support.
(c) Brief description of relationship between the person providingsupport and the Registrant.
(d) Date support provided.
(e) Amount of support.
(f) Security supported (if applicable). Disclose the full name ofthe issuer, the title of the issue (including coupon or yield, ifapplicable) and at least two identifiers, if available (e.g., CIK,CUSIP, ISIN, LEI).
(g) Value of security supported on date support was initiated (ifapplicable).
(h) Brief description of reason for support.
(i) Term of support.
(j) Brief description of any contractual restrictions relating tosupport.
3. Item G.1.a.iii. Independent public accountant's report oninternal control (management investment companies other than smallbusiness investment companies only). Each management investmentcompany shall furnish a report of its independent public accountanton the company's system of internal accounting controls. Theaccountant's report shall be based on the review, study andevaluation of the accounting system, internal accounting controls,and procedures for safeguarding securities made during the audit ofthe financial statements for the reporting period. The reportshould disclose any material weaknesses in: (a) the accountingsystem; (b) system of internal accounting control; or (c)procedures for safeguarding securities which exist as of the end ofthe Registrant's fiscal year.
The accountant's report shall be furnished as an exhibit to theform and shall: (1) be addressed to the Registrant's shareholdersand board of directors; (2) be dated; (3) be signed manually; and(4) indicate the city and state where issued.
Attachments that include a report that discloses a materialweakness should include an indication by the Registrant of anycorrective action taken or proposed.
The fact that an accountant's report is attached to this form shallnot be regarded as acknowledging any review of this form by theindependent public accountant.
4. Item G.1.a.iv. Change in accounting principles and practices. Ifthe Registrant responded "YES" to Item B.21, provide an attachmentthat describes the change in accounting principles or practices, orthe change in the method of applying any such accounting principlesor practices. State the date of the change and the reasonstherefor. A letter from the Registrant's independent accountants,approving or otherwise commenting on the change, shall accompanythe description.
5. Item G.1.a.v. Information required to be filed pursuant toexemptive orders. File as an attachment any information required tobe reported on Form N-CEN or any predecessor form to Form N-CEN(e.g., Form N-SAR) pursuant to exemptive orders issued by theCommission and relied on by the Registrant.
6. Item G.1.a.vi. Other information required to be included as anattachment pursuant to Commission rules and regulations. File as anattachment any other information required to be included as anattachment pursuant to Commission rules and regulations.
7. Item G.1.b.i. Material amendments to organizational documents.Provide copies of all material amendments to the Registrant'scharters, by-laws, or other similar organizational documents thatoccurred during the reporting period.
8. Item G.1.b.ii. Instruments defining the rights of the holders ofany new or amended class of securities. Provide copies of allconstituent instruments defining the rights of the holders of anynew or amended class of securities for the current reportingperiod. If the Registrant has issued a new class of securitiesother than short-term paper, furnish a description of the classcalled for by the applicable item of Form N-2. If the constituentinstruments defining the rights of the holders of any class of theRegistrant's securities have been materially modified during thereporting period, give the title of the class involved and statebriefly the general effect of the modification upon the rights ofthe holders of such securities.
9. Item G.1.b.iii. New or amended investment advisory contracts.Provide copies of any new or amended investment advisory contractsthat became effective during the reporting period.
10. Item G.1.b.iv. Information called for by Item 405 of RegulationS-K. Provide the information called for by Item 405 of RegulationS-K concerning failure of certain closed-end management investmentcompany and small business investment company shareholders to filecertain ownership reports.
11. Item G.1.b.v. Code of ethics (small business investmentcompanies only).
(a) (1) Disclose whether, as of the end of the period covered bythe report, the Registrant has adopted a code of ethics thatapplies to the Registrant's principal executive officer, principalfinancial officer, principal accounting officer or controller, orpersons performing similar functions, regardless of whether theseindividuals are employed by the Registrant or a third party. If theRegistrant has not adopted such a code of ethics, explain why ithas not done so.
(2) For purposes of this instruction, the term "code of ethics"means written standards that are reasonably designed to deterwrongdoing and to promote: (i) honest and ethical conduct,including the ethical handling of actual or apparent conflicts ofinterest between personal and professional relationships; (ii)full, fair, accurate, timely, and understandable disclosure inreports and documents that a Registrant files with, or submits to,the Commission and in other public communications made by theRegistrant; (iii) compliance with applicable governmental laws,rules, and regulations; (iv) the prompt internal reporting ofviolations of the code to an appropriate person or personsidentified in the code; and (v) accountability for adherence to thecode.
(3) The Registrant must briefly describe the nature of anyamendment, during the period covered by the report, to a provisionof its code of ethics that applies to the Registrant's principalexecutive officer, principal financial officer, principalaccounting officer or controller, or persons performing similarfunctions, regardless of whether these individuals are employed bythe Registrant or a third party, and that relates to any element ofthe code of ethics definition enumerated in paragraph (a)(2) ofthis instruction. The Registrant must file a copy of any suchamendment as an exhibit to this report on Form N-CEN, unless theRegistrant has elected to satisfy paragraph (a)(6) of thisinstruction by posting its code of ethics on its website pursuantto paragraph (a)(6)(ii) of this Instruction, or by undertaking toprovide its code of ethics to any person without charge, uponrequest, pursuant to paragraph (a)(6)(iii) of this instruction.
(4) If the Registrant has, during the period covered by the report,granted a waiver, including an implicit waiver, from a provision ofthe code of ethics to the Registrant's principal executive officer,principal financial officer, principal accounting officer orcontroller, or persons performing similar functions, regardless ofwhether these individuals are employed by the Registrant or a thirdparty, that relates to one or more of the items set forth inparagraph (a)(2) of this instruction, the Registrant must brieflydescribe the nature of the waiver, the name of the person to whomthe waiver was granted, and the date of the waiver.
(5) If the Registrant intends to satisfy the disclosure requirementunder paragraph (a)(3) or (4) of this instruction regarding anamendment to, or a waiver from, a provision of its code of ethicsthat applies to the Registrant's principal executive officer,principal financial officer, principal accounting officer orcontroller, or persons performing similar functions and thatrelates to any element of the code of ethics definition enumeratedin paragraph (a)(2) of this instruction by posting such informationon its Internet website, disclose the Registrant's Internet addressand such intention.
(6) The Registrant must: (i) file with the Commission a copy of itscode of ethics that applies to the Registrant's principal executiveofficer, principal financial officer, principal accounting officeror controller, or persons performing similar functions, as anexhibit to its report on this Form N-CEN; (ii) post the text ofsuch code of ethics on its Internet website and disclose, in itsmost recent report on this Form N-CEN, its Internet address and thefact that it has posted such code of ethics on its Internetwebsite; or (iii) undertake in its most recent report on this FormN-CEN to provide to any person without charge, upon request, a copyof such code of ethics and explain the manner in which such requestmay be made.
(7) A Registrant may have separate codes of ethics for differenttypes of officers. Furthermore, a "code of ethics" within themeaning of paragraph (a)(2) of this instruction may be a portion ofa broader document that addresses additional topics or that appliesto more persons than those specified in paragraph (a)(1) of thisinstruction. In satisfying the requirements of paragraph (a)(6) ofthis instruction, a Registrant need only file, post, or provide theportions of a broader document that constitutes a "code of ethics"as defined in paragraph (a)(2) of this instruction and that applyto the persons specified in paragraph (a)(1) of this instruction.
(8) If a Registrant elects to satisfy paragraph (a)(6) of thisinstruction by posting its code of ethics on its Internet websitepursuant to paragraph (a)(6)(ii), the code of ethics must remainaccessible on its website for as long as the Registrant remainssubject to the requirements of this instruction and chooses tocomply with this instruction by posting its code on its Internetwebsite pursuant to paragraph (a)(6)(ii).
(9) The Registrant does not need to provide any informationpursuant to paragraphs (a)(3) and (4) of this instruction if itdiscloses the required information on its Internet website withinfive business days following the date of the amendment or waiverand the Registrant has disclosed in its most recently filed reporton this Form N-CEN its Internet website address and intention toprovide disclosure in this manner. If the amendment or waiveroccurs on a Saturday, Sunday, or holiday on which the Commission isnot open for business, then the five business day period shallbegin to run on and include the first business day thereafter. Ifthe Registrant elects to disclose this information through itswebsite, such information must remain available on the website forat least a 12-month period. The Registrant must retain theinformation for a period of not less than six years following theend of the fiscal year in which the amendment or waiver occurred.Upon request, the Registrant must furnish to the Commission or itsstaff a copy of any or all information retained pursuant to thisrequirement.
(10) The Registrant does not need to disclose technical,administrative, or other non-substantive amendments to its code ofethics.
(11) For purposes of this instruction: (i) the term "waiver" meansthe approval by the Registrant of a material departure from aprovision of the code of ethics; and (ii) the term "implicitwaiver" means the Registrant's failure to take action within areasonable period of time regarding a material departure from aprovision of the code of ethics that has been made known to anexecutive officer, as defined in rule 3b-7 under the Exchange Act(17 CFR 240.3b-7), of the Registrant.
(b) (1) Disclose that the Registrant's board of directors hasdetermined that the Registrant either: (i) has at least one auditcommittee financial expert serving on its audit committee; or (ii)does not have an audit committee financial expert serving on itsaudit committee.
(2) If the Registrant provides the disclosure required by paragraph(b)(1)(i) of this instruction, it must disclose the name of theaudit committee financial expert and whether that person is"independent." In order to be considered "independent" for purposesof this instruction, a member of an audit committee may not, otherthan in his or her capacity as a member of the audit committee, theboard of directors, or any other board committee: (i) acceptdirectly or indirectly any consulting, advisory, or othercompensatory fee from the issuer; or (ii) be an "interested person"of the investment company as defined in Section 2(a)(19) of the Act(15 U.S.C. 80a-2(a)(19)).
(3) If the Registrant provides the disclosure required by paragraph(b)(1)(ii) of this instruction, it must explain why it does nothave an audit committee financial expert.
(4) If the Registrant's board of directors has determined that theRegistrant has more than one audit committee financial expertserving on its audit committee, the Registrant may, but is notrequired to, disclose the names of those additional persons. ARegistrant choosing to identify such persons must indicate whetherthey are independent pursuant to paragraph (b)(2) of thisinstruction.
(5) For purposes of this instruction, an "audit committee financialexpert" means a person who has the following attributes: (i) anunderstanding of generally accepted accounting principles andfinancial statements; (ii) the ability to assess the generalapplication of such principles in connection with the accountingfor estimates, accruals, and reserves; (iii) experience preparing,auditing, analyzing, or evaluating financial statements thatpresent a breadth and level of complexity of accounting issues thatare generally comparable to the breadth and complexity of issuesthat can reasonably be expected to be raised by the Registrant'sfinancial statements, or experience actively supervising one ormore persons engaged in such activities; (iv) an understanding ofinternal controls and procedures for financial reporting; and (v)an understanding of audit committee functions.
(6) A person shall have acquired such attributes through: (i)education and experience as a principal financial officer,principal accounting officer, controller, public accountant, orauditor or experience in one or more positions that involve theperformance of similar functions; (ii) experience activelysupervising a principal financial officer, principal accountingofficer, controller, public accountant, auditor, or personperforming similar functions; (iii) experience overseeing orassessing the performance of companies or public accountants withrespect to the preparation, auditing, or evaluation of financialstatements; or (iv) other relevant experience.
(7) (i) A person who is determined to be an audit committeefinancial expert will not be deemed an "expert" for any purpose,including without limitation for purposes of Section 11 of theSecurities Act (15 U.S.C. 77k), as a result of being designated oridentified as an audit committee financial expert pursuant to thisinstruction; (ii) the designation or identification of a person asan audit committee financial expert pursuant to this instructiondoes not impose on such person any duties, obligations, orliability that are greater than the duties, obligations, andliability imposed on such person as a member of the audit committeeand board of directors in the absence of such designation oridentification; (iii) the designation or identification of a personas an audit committee financial expert pursuant to this instructiondoes not affect the duties, obligations, or liability of any othermember of the audit committee or board of directors.
(8) If a person qualifies as an audit committee financial expert bymeans of having held a position described in paragraph (b)(6)(iv)of this Instruction, the Registrant shall provide a brief listingof that person's relevant experience.
