SECURITIES AND EXCHANGE COMMISSION

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 24F-2

Annual Notice of Securities Sold

Pursuant to Rule 24f-2

OMB Number:

3235-0456

Expires:

Sept. 30, 2027

Estimated average burden

hours per response

4

Read instructions at end of Form before preparing Form.

1.

Name and address of issuer:

2.

The name and EDGAR identifier of each series or class of securities for which this Form is filed (If the Form is

being filed for all series and classes of securities of the issuer, check the box but do not list series or classes):



3.

Investment Company Act File Number:

Securities Act File Number:

4(a). Last day of fiscal year for which this Form is filed:

4(b).  Check box if this Form is being filed late (i.e., more than 90 calendar days after the end of the

issuer’s fiscal year). (See Instruction A.2)

Note: If the Form is being filed late, interest must be paid on the registration fee due.

4(c).  Check box if this is the last time the issuer will be filing this Form.

SEC 2393 (1/22)

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.

5.

Calculation of registration fee (if calculating on a class-by-class or series-by-series basis, provide the EDGAR

identifier for each such class or series):

(i)

Aggregate sale price of securities sold during the

fiscal year pursuant to section 24(f):

$

(ii) Aggregate price of securities redeemed or

repurchased during the fiscal year:

$

(iii) Aggregate price of securities redeemed or

repurchased during any prior fiscal year ending no

earlier than October 11, 1995 that were not

previously used to reduce registration fees payable

to the Commission:

$

(iv) Total available redemption credits [add Items 5(ii) and 5(iii)]:

-$

(v) Net sales -- if Item 5(i) is greater than Item 5(iv)

[subtract Item 5(iv) from Item 5(i)]:

$

(vi) Redemption credits available for use in future years

— if Item 5(i) is less than Item 5(iv) [subtract Item

5(iv)fromItem5(i)]:

$ (

)

(vii) Multiplier for determining registration fee (See

Instruction C.9):

x

5(vii)] (enter “0” if no fee is due):

6.

Prepaid Shares

If the response to Item 5(i) was determined by deducting an amount of securities that were registered under

the Securities Act of 1933 pursuant to rule 24e-2 as in effect before October 11, 1997, then report the amount

of securities (number of shares or other units) deducted here:

. If there is a number of shares or other

units that were registered pursuant to rule 24e-2 remaining unsold at the end of the fiscal year for which this form

is filed that are available for use by the issuer in future fiscal years, then state that number here:

.

7.

Interest due -- if this Form is being filed more than 90 days after the end of the issuer’s fiscal year

(see Instruction D):

+$

8.

Total of the amount of the registration fee due plus any interest due [line 5(viii) plus line 7]:

=$

9.

Explanatory Notes (if any): The issuer may provide any information it believes would be helpful in understanding

the information reported in response to any item of this Form. To the extent responses relate to a particular item,

provide the item number(s), as applicable.

SIGNATURES

This report has been signed below by the following persons on behalf of the issuer and in the capacities

and on the dates indicated.

By (Signature and Title)*

Date

*Please print the name and title of the signing officer below the signature.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 24F-2

Annual Filing Under Rule 24f-2

of the Investment Company Act of 1940

INSTRUCTIONS

A.

General

1. This Form should be used by an open-end management investment company, closed end management company that

makes periodic repurchase offers pursuant to §270.23c-3(b) of this chapter, face amount certificate company, or unit

investment trust (“issuer”) for annual filings required by rule 24f-2 under the Investment Company Act of 1940 [15 U.S.C.

80a] (“Investment Company Act”). If the issuer has registered more than one class or series of securities on the same

registration statement under the Securities Act of 1933 [15 U.S.C. 77a-aa] (“Securities Act”), the issuer may file a single

Form 24F-2 for those classes or series that have the same fiscal year end. Such an issuer may calculate its fees based on

aggregate net sales of the series having the same fiscal year end. An issuer choosing to calculate registration fees on a

class-by-class or series-by-series basis should make a single filing consisting of a separate Form 24F-2 for each class or

series in a single EDGAR document and provide the EDGAR identifier for each such class or series.

2. This Form must be filed within 90 calendar days after the end of the issuer’s fiscal year or, if the last day of the 90 day

period falls on Saturday, Sunday or a federal holiday, the first business day thereafter. For example, a Form 24F-2 for a

fiscal year ending on June 30 must be filed no later than September 28. If September 28 falls on a Saturday or Sunday, the

Form must be filed on the following Monday. In these instructions, we refer to this as the “Due Date.”

3. Pursuant to rule 101(a)(1)(iv) of Regulation S-T [17 CFR 232.101(a)(1)(i)(iv)] this Form must be submitted in electronic

format using the Commission’s Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) system. Consult the EDGAR

Filer Manual and Appendices for filing instructions.

4. This Form must be accompanied by the appropriate registration fee. If the Form is being filed late, interest must be

paid. See Instruction D.

5. This Form will be deemed filed with the Commission on the date on which it is received and accepted by the

Commission. The Commission will not accept for filing any Form accompanied by insufficient payment of the registration

fee. A Form accompanied by insufficient payment of the registration fee will not be deemed accepted and filed until receipt

by the Commission of proper payment of the registration fee. No part of the registration fee is refundable. Issuers should

refer to rule 0-8 under the Investment Company Act [17 CFR 270.0-8], rule 3a of the Commission’s Rules of Informal and

Other Procedures [17 CFR 202.3a], and rule 13(c) under Regulation S-T [17 CFR 232.13(c)] for instructions on payment of

fees to the Commission.

B.

Identifying Information

1. Item 1 - Provide the name of the issuer as it appears on the cover of the issuer’s most recent Securities Act registration

statement or post-effective amendment.

2. Item 2 - If the Form is being filed for all classes and series of securities of the issuer, the issuer should check the box

and not list the names of the classes and series.

3. Item 3 - The Investment Company Act file number should be the number assigned to the issuer’s registration statement

filed under the Investment Company Act (beginning with “811-”). The Securities Act file number is the number of the

registrant’s most recent Securities Act registration statement (beginning with “2-”, “33-” or “333-”).

4. Item 4(a) - In the case of an issuer that ceases operations, the date it ceases operations is deemed the last day of its

fiscal year for purposes of section 24(f) of the Investment Company Act.

5. Item 4(b) - Check the box if the Form is filed late. If the issuer files the Form late, the issuer is required under section

24(f) to pay interest on unpaid amounts at the rate applicable to Treasury and tax loan accounts. See Instruction D.

6. Item 4(c) - Check the box if this is the last time the issuer will be filing Form 24F-2 (i.e., if the issuer has ceased

operations).

C.

Computation of Registration Fee

1. Item 5 is a work sheet for calculating the registration fee due. An issuer must aggregate prices for all classes or series

for which the Form is being filed. If the issuer charges a front-end sales load on its securities, the aggregate sale price must

include the sales load.

2.

Mergers -

(a) In the case of a liquidation, merger, or sale of all or substantially all of the assets of an issuer (“merger”), the

securities of the fund ceasing operation (the “Predecessor Fund”) that are exchanged for or converted into the other issuer

(the “Successor Fund”) should be treated as redemptions on the Predecessor Fund’s final Form 24F-2 (not the Successor

Fund’s).

(b) In the case of a merger in which the Predecessor Fund is not deemed to cease operations (e.g., a reorganization),

the Successor Fund inherits the sales and redemption credits of the Predecessor Fund, and the Successor Fund must report

them as sales and redemptions on its next Form 24F-2 filing. The Predecessor fund in this type of merger need not file a

final Form 24F-2. See Rule 24f-2(b)(1) and (2) [17 CFR 270.24f-2(b)(1) and (2)].

3. Special Rule for Unit Investment Trusts - The aggregate sale price of securities sold to a unit investment trust

(“UIT”) that offers interests that are registered under the Securities Act and on which a registration fee has been or will be

paid to the Commission, may be excluded from the aggregate sale price of securities reported in Item 5(i). If the issuer

chooses to exclude the aggregate sale price of these securities from Item 5(i), the issuer may not use securities redeemed

or repurchased from those UITs for purposes of determining the redemption or repurchase price of securities in Items 5(ii)

and 5(iii).

4.

EDGAR - Report responses for Item 5 under the following EDGAR header-tags:

Item 5(i) -- <SALE-PROCEEDS>

Item 5(iv) -- <REDEEMED-VALUE>

Item 5(viii) -- <FEE-PAID>

The <SALE-PROCEEDS> and <REDEEMED-VALUE> tags are located immediately after the <SHARES> tag in the 24F2 submission header.

5. Item 5(i) - Report the aggregate sale price of securities sold during the fiscal year in reliance upon registration under

section 24(f). Include securities issued pursuant to dividend reinvestment plans (“DRIP shares”) whether or not they are

required to be registered under the Securities Act. Do not include the sale price of securities, if any, that were registered

under the Securities Act other than pursuant to section 24(f), such as securities registered by post-effective amendment

pursuant to rule 24e-2 under the Investment Company Act as in effect before October 11, 1997. Example: An issuer sold

1,000,000 shares, and 250,000 shares had previously been registered pursuant to rule 24e-2. Item 5(i) should show the

aggregate sale price of 750,000 shares.

6. Item 5(ii) - Report the aggregate redemption or repurchase price of securities redeemed or repurchased during the

fiscal year. Do not include securities that have been redeemed or repurchased and previously applied as a reduction to

registration fees pursuant to rule 24e-2 as in effect before October 11, 1997. Example: An issuer with an August 30, 1997

fiscal year end registered shares pursuant to rule 24e-2 in September 1997. The issuer applied securities redeemed during

its 1997 fiscal year to reduce its registration fees payable under rule 24e-2. The redemption price of these redeemed

securities should not be included in Item 5(ii).

7. Item 5(iii) - Report the aggregate redemption or repurchase price of securities redeemed or repurchased during any

prior fiscal year ending no earlier than October 11, 1995, that were not used previously to reduce registration fees payable

to the Commission. Do not include securities that have been redeemed or repurchased and previously applied as a reduction

to registration fees pursuant to rule 24e-2 as in effect before October 11, 1997. See the Example to Item 5(ii).

8. Items 5(iv) through 5(vi) - Report the sum of Items 5(ii) and 5(iii) in Item 5(iv). Subtract Item 5(iv) from Item 5(i). If

Item 5(iv) is less than Item 5(i), report the result in Item 5(v) (net sales). If Item 5(iv) is greater than Item 5(i), report the

resulting negative number in parentheses in Item 5(vi) (net redemptions or repurchases). The amount of redemptions or

repurchases reported in Item 5(vi) may be used by the issuer in future years to offset sales (by including it in response to

Item 5(iii) of Form 24F-2 filed for the next fiscal year).

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9. Item 5(vii) - The Commission determines the rate for calculating the registration fee (the “fee rate”) according to

section 6(b) of the Securities Act [15 U.S.C. 77f(b)]. The registration fee is calculated by multiplying the net sales amount

(Item 5(v)) by the fee rate. The fee rate is subject to change from time to time, without notice, by act of Congress through

appropriations for the Commission or other laws. Issuers should determine the current fee rate before they file by referring

to section 6(b) and any law or regulation affecting section 6(b). Issuers also may check the Commission’s latest fee rate

advisory, which is available under “Press Releases” on the “News & Public Statements” page of the Commission’s Internet

site at http://www.sec.gov. Unless otherwise specified by act of Congress, the fee rate in effect at the time of filing applies

to all securities sold during the fiscal year, regardless of whether the fee rate changes during the year.

10. Item 5(viii) - If the issuer reports net redemptions or repurchases in Item 5(vi), report “0” in Item 5(viii).

11. Item 6 - If the issuer has sold securities during the fiscal year that were registered under rule 24e-2 as in effect prior

to October 11, 1997 (and thus are pre-paid), the issuer should exclude the pre-paid securities from Item 5(i) and instead

report them in Item 6. If, after deducting the pre-paid securities from the aggregate sale price of securities sold during the

fiscal year, there is a balance of pre-paid shares remaining, the issuer should report those pre-paid shares that remain.

Example: An issuer sold 1,000,000 shares, and had 1,250,000 shares which were pre-paid because they had previously

been registered pursuant to rule 24e-2. Item 5(i) should show the aggregate sale price was 0, and Item 6 should show that

1,000,000 pre-paid shares were used and that 250,000 pre-paid shares remain.

D.

Computation of Interest Due if Form is Filed Late

1. Item 7 – Section 24(f) requires any issuer that pays its registration fee after the Due Date (see Instruction A.2) to pay

interest to the Commission on fees that are not paid on time. The payment of interest does not preclude the Commission

from bringing an action to enforce the requirements of section 24(f). Under section 11 of the Debt Collection Act [31 U.S.C.

3717(a)], the interest rate is published by the Secretary of the Treasury. The rate is computed annually and is effective on

January 1 each year. In some circumstances the rate may be changed on a quarterly basis. Filers owing interest should

verify the current interest rate. Filers can find the rate by looking for the “current value of funds rate” on the Treasury

Department’s Financial Management Service Internet site at http://www.fms.treas.gov, or by calling (202) 874-6995.

2. The interest is assessed only on the amount of the registration fee due, and begins to accrue on the day after the Due

Date. The amount of interest due should be calculated based on the interest rate in effect at the time the interest payment

is made using the following formula:

I = (X) (Y) (Z/365)

where:

I = Amount of interest due

X = Amount of registration fee due

Y = Applicable interest rate, expressed as a fraction

Z = Number of days by which the registration fee payment is late

E.

Signature

The Form must be signed on behalf of the issuer by an authorized officer of the issuer. See rule 302 of Regulation S-T [17

CFR 232.302] regarding signatures on forms filed electronically.

F.

SEC’s Collection of Information

An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it

displays a currently valid control number. Filing of this Form is mandatory. The principal purpose of this collection of

information is to enable issuers to calculate the registration fee payable to the Commission. The Commission estimates that

the burden for completing the Form will be approximately 2 hours per filing. Any member of the public may direct to the

Commission any comments concerning the accuracy of the burden estimate of this Form, and any suggestions for reducing

this burden. This collection of information has been reviewed by the Office of Management and Budget in accordance with

the clearance requirements of 44 U.S.C. § 3507. The responses to the collection of information will not be kept confidential.

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