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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.

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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.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-1A

Check appropriate box or boxes

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

and/or

Post-Effective Amendment No.

Pre-Effective Amendment No.

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

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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 filed post-effective amendment.

Omit from the facing sheet reference to the other Act if the Registration Statement or amendment is filed under only one of the Acts. Include

the “Approximate Date of Proposed Public Offering” and “Title of Securities Being Registered” only where securities are being registered

under the Securities Act of 1933.

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.

SEC 2052 (5/19)

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.

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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.

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.

CONTENTS OF FORM N-1A

GENERAL INSTRUCTIONS ............................................................................................................................................. 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

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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

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)]:

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“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.

“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];

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(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

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

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.”]

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”).

1. Administration of the Form N-1A requirements

C. Preparation of the Registration Statement

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(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.

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.

iii

(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.

3. Additional Matters

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(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.

more Registrants, Series, or Classes.

(i) When disclosure is provided for more than one Fund or Class, the disclosure should be presented

in a format designed to communicate the information effectively. Except as required by paragraph

(c)(ii) for Items 2 through 8, Funds may order or group the response to any Item in any manner

that organizes the information into readable and comprehensible segments and is consistent with

the intent of the prospectus to provide clear and concise information about the Funds or Classes.

Funds are encouraged to use, as appropriate, tables, side-by-side comparisons, captions, bullet

points, or other organizational techniques when presenting disclosure for multiple Funds or

Classes.

(ii) Paragraph (a) requires Funds to disclose the information required by Items 2 through 8 in

numerical order at the front of the prospectus and not to precede Items 2 through 8 with other

information. Except as permitted by paragraph (c)(iii), a prospectus that contains information

about more than one Fund must present all of the information required by Items 2 through 8 for

each Fund sequentially and may not integrate the information for more than one Fund together.

That is, a prospectus must present all of the information for a particular Fund that is required by

Items 2 through 8 together, followed by all of the information for each additional Fund, and may

not, for example, present all of the Item 2 (Risk/Return Summary: Investment Objectives/Goals)

information for several Funds followed by all of the Item 3 (Risk/Return Summary: Fee Table)

information for several Funds. If a prospectus contains information about multiple Funds, clearly

identify the name of the relevant Fund at the beginning of the information for the Fund that is

required by Items 2 through 8. A Multiple Class Fund may present the information required by

Items 2 through 8 separately for each Class or may integrate the information for multiple Classes,

although the order of the information must be as prescribed in Items 2 through 8. For example, the

prospectus may present all of the Item 2 (Risk/Return Summary: Investment Objectives/Goals)

information for several Classes followed by all of the Item 3 (Risk/ Return Summary: Fee Table)

information for the Classes, or may present Items 2 and 3 for each of several Classes sequentially.

Other 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].

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(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

817(d)), if covered in a separate account prospectus.

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

(A)

(ii) A Fund that uses a modified prospectus under Instruction (d)(i) may:

(B)

modify other disclosure in the prospectus consistent with offering the Fund as a specific

investment option for a defined contribution plan, tax-deferred arrangement, or variable

contract.

(iii) A Fund may omit the information required by Items 4(b)(2)(iii)(B) and (C) and 4(b)(2)(iv) if the

Fund’s prospectus will be used exclusively to offer Fund shares as investment options for one or

more of the following:

(A)

a defined contribution plan that meets the requirements for qualification under section

401(k) of the Internal Revenue Code (26 U.S.C. 401(k)), a tax-deferred arrangement

under section 403(b) or 457 of the Internal Revenue Code (26 U.S.C. 403(b) or 457), a

variable contract as defined in section 817(d) of the Internal Revenue Code (26 U.S.C.

817(d)), or a similar plan or arrangement pursuant to which an investor is not taxed on

his or her investment in the Fund until the investment is sold; or

(B)

persons that are not subject to the federal income tax imposed under section 1 of the

Internal Revenue Code (26 U.S.C. 1), or any successor to that section.

(iv) A Fund that omits information under Instruction (d)(iii) may alter the legend required on the back

cover page by Item 1(b)(1) to state, as applicable, that the prospectus is intended for use in

connection with a defined contribution plan, tax-deferred arrangement, variable contract, or similar

plan or arrangement, or persons described in Instruction (d)(iii)(B).

(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.

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(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

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

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.

(A)

(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.

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(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.

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).

vii

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.

(3) The date of the prospectus.

(4) The statement required by rule 481(b)(1) under the Securities Act.

(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.

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

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[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

A Fund may indicate, if applicable, that the SAI, annual and semi-annual reports, and other

information are available by email request.

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.

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.

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.

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).

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(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,

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.”]

Shareholder Fees (fees paid directly from your investment)

_____%

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)

_____%

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

Exchange Fee

Maximum Account Fee

_____%

Management Fees

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

value of your investment)

_____%

Distribution [and/or Service] (12b-1) Fees

_____%

Other Expenses

_____%

______________________________

_____%

______________________________

_____%

Total Annual Fund Operating Expenses

_____%

______________________________

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in

other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated

and then redeem all of your shares at the end of those periods. The Example also assumes that your

investment has a 5% return each year and that the Fund’s operating expenses remain the same.

Although your actual costs may be higher or lower, based on

these assumptions your costs would be:

You would pay the following expenses if you did not redeem

your shares:

1 year

3 years 5 years 10 years

$___

1 year

3 years 5 years 10 years

$___

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

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

Portfolio Turnover

Instructions

General

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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.

(a) Round all dollar figures to the nearest dollar and all percentages to the nearest hundredth of one

percent.

(b) Include the narrative explanations in the order indicated. A Fund may modify the narrative

explanations if the explanation contains comparable information to that shown. The narrative

explanation regarding sales charge discounts is only required by a Fund that offers such

discounts and should specify the minimum level of investment required to qualify for a discount

as disclosed in the table required by Item 12(a)(1).

omit other captions if the Fund does not charge the fees or expenses covered by the captions.

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.

(d) (i)

(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.

[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.”]

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).

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(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).

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.

Annual Fund Operating Expenses

(a) “Management Fees” include investment advisory fees (including any fees based on the Fund’s

performance), any other management fees payable to the investment adviser or its affiliates,

and administrative fees payable to the investment adviser or its affiliates that are not included

as “Other Expenses.”

(b) Distribution [and/or Service] (12b-1) Fees” include all distribution or other expenses incurred

during the most recent fiscal year under a plan adopted pursuant to rule 12b-1 [17 CFR

270.12b-1]. Under an appropriate caption or a subcaption of “Other Expenses,” disclose the

amount of any distribution or similar expenses deducted from the Fund’s assets other than

pursuant to a rule 12b-1 plan.

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]).

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(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

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.

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(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

AFFE

Where:

Average Net Assets of the Registrant

= Acquired Fund fees and expenses;

F1, F2, F3,…

= Total annual operating expense ratio for each Acquired Fund;

= 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.

(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.

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(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.

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.

(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.

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.

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(f)

(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.

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.

New Funds. For purposes of this Item, a “New Fund” is a Fund that does not include in Form

N-1A financial statements reporting operating results or that includes financial statements for

the Fund’s initial fiscal year reporting operating results for a period of 6 months or less. The

following Instructions apply to New Funds.

(a) Base the percentages expressed in “Annual Fund Operating Expenses” on payments that will

be made, but include in expenses, amounts that will be incurred without reduction for expense

reimbursement or fee waiver arrangements, estimating amounts of “Other Expenses.”

Disclose in a footnote to the table that “Other Expenses” are based on estimated amounts for

the current fiscal year.

(b) Complete only the 1- and 3-year period portions of the Example and estimate any shareholder

account fees collected.

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

Include the following information, in plain English under rule 421(d) under the Securities Act, in the order

and subject matter indicated:

(a) Principal Investment Strategies of the Fund.

Based on the information given in response to Item 9(b), summarize how the Fund intends to achieve its

investment objectives by identifying the Fund’s principal investment strategies (including the type or types

of securities in which the Fund invests or will invest principally) and any policy to concentrate in securities

of issuers in a particular industry or group of industries.

(b) Principal Risks of Investing in the Fund.

(1) Narrative Risk Disclosure.

(i) Based on the information given in response to Item 9(c), summarize the principal risks of investing

in the Fund, including the risks to which the Fund’s portfolio as a whole is subject and the

circumstances reasonably likely to affect adversely the Fund’s net asset value, yield, and total

return. Unless the Fund is a Money Market Fund, disclose that loss of money is a risk of investing

in the Fund.

Instruction. A Fund may, in responding to this Item, describe the types of investors for whom the

Fund is intended or the types of investment goals that may be consistent with an investment in the

Fund.

(ii) (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:

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

fluctuate, when you sell your shares they 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.

§ 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

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.

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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

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

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:

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AVERAGE ANNUAL TOTAL RETURNS

(For the periods ended December 31, ____)

1 year

5 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])

10 years

(or Life of Fund)

____%

(iv) Adjacent to the table required by paragraph 4(b)(2)(iii), provide a brief explanation that:

(A) After-tax returns are calculated using the historical highest individual federal marginal

income tax rates and do not reflect the impact of state and local taxes;

(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

Bar Chart.

(a) Provide annual total returns beginning with the earliest calendar year. Calculate annual returns

using the Instructions to Item 13(a), except that the calculations should be based on calendar

years. If a Fund’s shares are sold subject to a sales load or account fees, state that sales loads or

account fees are not reflected in the bar chart and that, if these amounts were reflected, returns

would be less than those shown.

(b) For a Fund that provides annual total returns for only one calendar year or for a Fund that does

not include the bar chart because it does not have annual returns for a full calendar year, modify,

as appropriate, the narrative explanation required by paragraph (b)(2)(i) (e.g., by stating that the

information gives some indication of the risks of an investment in the Fund by comparing the

Fund’s performance with a broad measure of market performance).

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.

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(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).

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.

Multiple Class Funds.

(a) When a Multiple Class Fund presents information for more than one Class together in response

to Item 4(b)(2), provide annual total returns in the bar chart for only one of those Classes. The

Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net

assets) if the Fund:

(i) Selects the Class with 10 or more years of annual returns if other Classes have fewer than

10 years of annual returns;

(ii) Selects the Class with the longest period of annual returns when the Classes all have

fewer than 10 years of returns; and

(iii) If the Fund provides annual total returns in the bar chart for a Class that is different from the

Class selected for the most immediately preceding period, explain in a footnote to the bar

chart the reasons for the selection of a different Class.

(b) When a Multiple Class Fund offers a new Class in a prospectus and separately presents

information for the new Class in response to Item 4(b)(2), include the bar chart with annual total

returns for any other existing Class for the first year that the Class is offered. Explain in a

footnote that the returns are for a Class that is not presented that would have substantially similar

annual returns because the shares are invested in the same portfolio of securities and the annual

returns would differ only to the extent that the Classes do not have the same expenses. Include

return information for the other Class reflected in the bar chart in the performance table.

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);

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(B) Selects a Class described in paragraph (c)(ii)(A) of this Instruction with 10 or more years

of annual returns if other Classes described in paragraph (c)(ii)(A) of this Instruction have

fewer than 10 years of annual returns;

period of annual returns if the Classes described in paragraph (c)(ii)(A) of this

Instruction all have fewer than 10 years of returns; and

(D) If the Fund provides the returns required by paragraphs 4(b)(2)(iii)(B) and (C) of this

Item for a Class that is different from the Class selected for the most immediately

preceding period, explain in a footnote to the table the reasons for the selection of a

different Class;

(iii) The returns required by paragraphs 4(b)(2)(iii)(A), (B), and (C) of this Item for the Class

described in paragraph (c)(ii) of this Instruction should be adjacent and should not be

interspersed with the returns of other Classes; and

(iv) All returns shown should be identified by Class.

(d) If a Multiple Class Fund offers a Class in the prospectus that converts into another Class after a

stated period, compute average annual total returns in the table by using the returns of the other

Class for the period after conversion.

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

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.

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

This requirement does not apply to a Money Market Fund.

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.

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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).

(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)]:

“(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.

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Instructions

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.

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.

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.

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

comparable information. A Fund may omit the statement if neither the Fund nor any of its related companies

pay financial intermediaries for the sale of Fund shares or related services.

Payments to Broker-Dealers and Other Financial Intermediaries.

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and

its related companies may pay the intermediary for the sale of Fund shares and related services. These

payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your

salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial

intermediary’s Web site for more information.

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

Holdings

(a) Investment Objectives. State the Fund’s investment objectives and, if applicable, state that those

objectives may be changed without shareholder approval.

(b) Implementation of Investment Objectives. Describe how the Fund intends to achieve its investment

objectives. In the discussion:

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(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

A strategy includes any policy, practice, or technique used by the Fund to achieve its investment

objectives.

Whether a particular strategy, including a strategy to invest in a particular type of security, is a

principal investment strategy depends on the strategy’s anticipated importance in achieving the

Fund’s investment objectives, and how the strategy affects the Fund’s potential risks and returns.

In determining what is a principal investment strategy, consider, among other things, the amount

of the Fund’s assets expected to be committed to the strategy, the amount of the Fund’s assets

expected to be placed at risk by the strategy, and the likelihood of the Fund’s losing some or all of

those assets from implementing the strategy.

A negative strategy (e.g., a strategy not to invest in a particular type of security or not to

borrow money) is not a principal investment strategy.

Disclose any policy to concentrate in securities of issuers in a particular industry or group of

industries (i.e., investing more than 25% of a Fund’s net assets in a particular industry or group

of industries).

Disclose any other policy specified in Item 16(c)(1) that is a principal investment strategy of the Fund.

Disclose, if applicable, that the Fund may, from time to time, take temporary defensive positions

that are inconsistent with the Fund’s principal investment strategies in attempting to respond to

adverse market, economic, political, or other conditions. Also disclose the effect of taking such a

temporary defensive position (e.g., that the Fund may not achieve its investment objective).

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

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

tax consequences to shareholders of increased portfolio turnover, and how the tax

consequences of, or trading costs associated with, a Fund’s portfolio turnover may affect the

Fund’s performance.

(2) Explain in general terms how the Fund’s adviser decides which securities to buy and sell (e.g., for an

equity fund, discuss, if applicable, whether the Fund emphasizes value or growth or blends the two

approaches).

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.

Item 10. Management, Organization, and Capital Structure

(a) Management.

Provide the name and address of each investment adviser of the Fund, including sub advisers.

Describe the investment adviser’s experience as an investment adviser and the advisory

services that it provides to the Fund.

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(i)

(1) Investment Adviser.

(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.

(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

Explain any changes in the basis of computing the adviser’s compensation during the fiscal year.

If a Fund has more than one investment adviser, disclose the aggregate fee paid to all of the

advisers, rather than the fees paid to each adviser, in response to this Item.

If the Fund changed advisers during the fiscal year, describe the compensation and the

dates of service for each adviser.

(2) Portfolio Manager. For each Portfolio Manager identified in response to Item 5(b), state the

Portfolio Manager’s business experience during the past 5 years. Include a statement, adjacent to the

foregoing disclosure, that the SAI provides additional information about the Portfolio Manager’s(s’)

compensation, other accounts managed by the Portfolio Manager(s), and the Portfolio Manager’s(s’)

ownership of securities in the Fund. If a Portfolio Manager is a member of a committee, team, or other

group of persons associated with the Fund or an investment adviser of the Fund that is jointly and

primarily responsible for the day-to-day management of the Fund’s portfolio, provide a brief

description of the person’s role on the committee, team, or other group (e.g., lead member), including

a description of any limitations on the person’s role and the relationship between the person’s role and

the roles of other persons who have responsibility for the day-to-day management of the Fund’s

portfolio.

(3) Legal Proceedings. Describe any material pending legal proceedings, other than ordinary routine

litigation incidental to the business, to which the Fund or the Fund’s investment adviser or principal

underwriter is a party. Include the name of the court in which the proceedings are pending, the date

instituted, the principal parties involved, a description of the factual basis alleged to underlie the

proceeding, and the relief sought. Include similar information as to any legal proceedings instituted,

or known to be contemplated, by a governmental authority.

Instruction. For purposes of this requirement, legal proceedings are material only to the extent that they

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

principal underwriter to perform its contract with the Fund.

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

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

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

Item 11. Shareholder Information

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(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

In responding to this Item, a Fund may use a list of specific days or any other means that

effectively communicates the information (e.g., explaining that shares will not be priced on the

days on which the New York Stock Exchange is closed for trading).

If the Fund has portfolio securities that are primarily listed on foreign exchanges that trade on

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

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

redeem the Fund’s shares.

(b) Purchase of Fund Shares. Describe the procedures for purchasing the Fund’s shares.

(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.

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(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 accommodates frequent purchases and redemptions of Fund shares

by Fund shareholders; and

(iii) Any policies and procedures of the Fund for deterring frequent purchases and redemptions of

Fund shares by Fund shareholders, including any restrictions imposed by the Fund to prevent

or minimize frequent purchases and redemptions. Describe each of these policies, procedures,

and restrictions with specificity. Indicate whether each of these restrictions applies uniformly

in all cases or whether the restriction will not be imposed under certain circumstances,

including whether each of these restrictions applies to trades that occur through omnibus

accounts at intermediaries, such as investment advisers, broker-dealers, transfer agents, third

party administrators, and insurance companies. Describe with specificity the circumstances

under which any restriction will not be imposed. Include a description of the following

restrictions, if applicable:

(A) Any restrictions on the volume or number of purchases, redemptions, or exchanges that a

shareholder may make within a given time period;

(B) Any exchange fee or redemption fee;

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;

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(D) Any minimum holding period that is imposed before an investor may make exchanges into

another Fund;

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

electronically, or via facsimile or telephone; and

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

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

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

exercised.

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

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

purchases and redemptions of Fund shares.

(f) Tax Consequences.

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

shares, including, as applicable, that:

(i)

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

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

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

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

(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 tax21

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

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

(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.

(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

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(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

Provide the information in tabular form.

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

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

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

nearest hundredth of one percent.

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.

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

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.

Disclose, if applicable, that sales loads are imposed on shares, or amounts representing shares,

that are purchased with reinvested dividends or other distributions.

Discuss, if applicable, how deferred sales loads are imposed and calculated, including:

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(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.

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

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.

The description pursuant to paragraph (a)(2) of this Item 12 need not contain any information

required by Items 17(d) and 23(b).

(3) Describe, if applicable, the methods used to value accounts in order to determine whether a

shareholder has met sales load breakpoints, including the circumstances in which and the classes of

individuals to whom each method applies. Methods that should be described, if applicable, include

historical cost, net amount invested, and offering price.

(4) (i) State, if applicable, that, in order to obtain a breakpoint discount, it may be necessary at the time

of purchase for a shareholder to inform the Fund or his or her financial intermediary of the existence

of other accounts in which there are holdings eligible to be aggregated to meet sales load breakpoints.

Describe any information or records, such as account statements, that it may be necessary for a

shareholder to provide to the Fund or his or her financial intermediary in order to verify his or her

eligibility for a breakpoint discount. This description must include, if applicable:

(A) Information or records regarding shares of the Fund or other funds held in all accounts

(e.g., retirement accounts) of the shareholder at the financial intermediary;

(B) Information or records regarding shares of the Fund or other funds held in any account

of the shareholder at another financial intermediary; and

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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].

(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].

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Financial Highlights

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

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

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

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

distributions). This information has been audited by

, whose report, along with the Fund’s financial

statements, are included in [the SAI or annual report], which is available upon request.

Net Asset Value, Beginning of Period

Income From Investment Operations

Net Investment Income

Net Gains or Losses on Securities (both realized and unrealized)

Total From Investment Operations

Less Distributions

Dividends (from net investment income)

Distributions (from capital gains)

Returns of Capital

Total Distributions

Net Asset Value, End of Period

Total Return

Ratios/Supplemental Data

Net Assets, End of Period

Ratio of Expenses to Average Net Assets

Ratio of Net Income to Average Net Assets

Portfolio Turnover Rate

Instructions

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.

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

Per Share Operating Performance.

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(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.

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

the nature of the distributions.

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.

(d) Assume a redemption at the price calculated on the last business day of each period

shown.

(e) For a period less than a full fiscal year, state the total return for the period and disclose

that total return is not annualized in a note to the table.

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.

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[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.

(i) Divide the lesser of amounts of purchases or sales of portfolio securities for the fiscal

year by the monthly average of the value of the portfolio securities owned by the Fund

during the fiscal year. Calculate the monthly average by totaling the values of portfolio

securities as of the beginning and end of the first month of the fiscal year and as of the

end of each of the succeeding 11 months and dividing the sum by 13.

(ii) Exclude from both the numerator and the denominator amounts relating to all securities,

including options, whose maturities or expiration dates at the time of acquisition were

one year or less. Include all long-term securities, including long-term U.S. Government

securities. Purchases include any cash paid upon the conversion of one portfolio security

into another and the cost of rights or warrants. Sales include net proceeds of the sale of

rights and warrants and net proceeds of portfolio securities that have been called or for

which payment has been made through redemption or maturity.

(iii) If the Fund acquired the assets of another investment company or of a personal holding

company in exchange for its own shares during the fiscal year in a purchase-of-assets

transaction, exclude the value of securities acquired from purchases and securities sold

from sales to realign the Fund’s portfolio. Adjust the denominator of the portfolio

turnover computation to reflect these excluded purchases and sales and disclose them in

a footnote.

(iv) Include in purchases and sales any short sales that the Fund intends to maintain for

more than one year and put and call options with expiration dates more than one year

from the date of acquisition. Include proceeds from a short sale in the value of the

portfolio securities sold during the period; include the cost of covering a short sale in

the value of portfolio securities purchased during the period. Include premiums paid to

purchase options in the value of portfolio securities purchased during the reporting

period; include premiums received from the sale of options in the value of the portfolio

securities sold during the period.

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(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).

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.

(i)

That the SAI is not a prospectus;

(ii) How the prospectus may be obtained; and

(3) A statement or statements:

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(iii) Whether and from where information is incorporated by reference into the SAI, as permitted by

General Instruction D.

Instruction. Any information incorporated by reference into the SAI must be delivered with the SAI unless

the information has been previously delivered in a shareholder report (e.g., to a current shareholder), and

the Fund states that the shareholder report is available, without charge, upon request. Provide a toll-free (or

collect) telephone number to call to request the report.

(4) The date of the SAI and of the prospectus to which the SAI relates.

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

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

Item 15. Fund History

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

which the Fund is organized.

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

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

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

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

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

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

succession.

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

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

applicable, that the Fund is diversified.

(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.

(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.

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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

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’s investment adviser, or any other third party,

that the Fund uses, or that are used on the Fund’s behalf, with respect to the disclosure of the Fund’s portfolio

securities to any person.

Instructions

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(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.

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.

The Fund is not required to describe an ongoing arrangement to make available information about

the Fund’s portfolio securities pursuant to this Item, if, not later than the time that the Fund makes

the portfolio securities information available to any person pursuant to the arrangement, the Fund

discloses the information in a publicly available filing with the Commission that is required to

include the information.

The Fund is not required to describe an ongoing arrangement to make available information about

the Fund’s portfolio securities pursuant to this Item if:

(a)

the Fund makes the portfolio securities information available to any person pursuant to the

arrangement no earlier than the day next following the day on which the Fund makes the

information available on its website in the manner specified in its prospectus pursuant to

paragraph (b); and

(b)

the Fund has disclosed in its current prospectus that the portfolio securities information will be

available on its website, including (1) the nature of the information that will be available,

including both the date as of which the information will be current (e.g., month-end) and the

scope of the information (e.g., complete portfolio holdings, Fund’s largest 20 holdings); (2) the

date when the information will first become available and the period for which the information

will remain available, which shall end no earlier than the date on which the Fund files its Form

N-CSR or Form N-Q with the Commission for the period that includes the date as of which the

website information is current; and (3) the location on the Fund’s website where either the

information or a prominent hyper link (or series of prominent hyper links) to the information

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 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 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.”]

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(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

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).

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].

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

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

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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

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

(a)

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

companies that:

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

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

services.

(b)

The term “fund complex” means two or more registered investment companies that:

(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.

(d)

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

officer who performs policy-making functions.

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).

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.

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(c)

(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.

(2)

Position(s)

Held with

Fund

(1)

Name,

Address,

and Age

(3)

Term of

Office and

Length of

Time Served

(4)

Principal

Occupation(s)

During Past

5 Years

(5)

Number of

Portfolios in

Fund Complex

Overseen by

Director

(6)

Other

Directorships

Held by

Director

Instructions

For purposes of this paragraph, the term “family relationship” means any relationship by blood,

marriage, or adoption, not more remote than first cousin.

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.

State the principal business of any company listed under column (4) unless the principal business is

implicit in its name.

Indicate in column (6) directorships not included in column (5) that are held by a director in any

company with a class of securities registered pursuant to section 12 of the Securities Exchange Act

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

U.S.C. 78o(d)) or any company registered as an investment company under the Investment Company

Act, and name the companies in which the directorships are held. Where the other directorships

include directorships overseeing two or more portfolios in the same fund complex, identify the fund

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

listing each portfolio separately.

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

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

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

principal underwriters of the Fund.

Instruction

When an individual holds the same position(s) with two or more registered investment companies that are

part of the same fund complex, identify the fund complex and provide the number of registered

investment companies for which the position(s) are held rather than listing each registered investment

company separately.

(3) Describe briefly any arrangement or understanding between any director or officer and any

other person(s) (naming the person(s)) pursuant to which he was selected as a director or officer.

Instruction

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Do not include arrangements or understandings with directors or officers acting solely in their capacities

as such.

(b) Leadership Structure and Board of Directors.

(1) Briefly describe the leadership structure of the Fund’s board, including the responsibilities of the

board of directors with respect to the Fund’s management and whether the chairman of the

board is an interested person of the Fund. If the chairman of the board is an interested person of

the Fund, disclose whether the Fund has a lead independent director and what specific role the

lead independent director plays in the leadership of the Fund. This disclosure should indicate

why the Fund has determined that its leadership structure is appropriate given the specific

characteristics or circumstances of the Fund. In addition, disclose the extent of the board’s role

in the risk oversight of the Fund, such as how the board administers its oversight function and

the effect that this has on the board’s leadership structure.

(2) Identify the standing committees of the Fund’s board of directors, and provide the following

information about each committee:

(i) A concise statement of the functions of the committee;

(ii) The members of the committee;

(iii)The number of committee meetings held during the last fiscal year; and

(iv) If the committee is a nominating or similar committee, state whether the committee will consider

nominees recommended by security holders and, if so, describe the procedures to be followed

by security holders in submitting recommendations.

(3) (i) Unless disclosed in the table required by paragraph (a)(1) of this Item 17, describe any

positions, including as an officer, employee, director, or general partner, held by any director

who is not an interested person of the Fund, or immediate family member of the director, during

the two most recently completed calendar years with:

(A) The Fund;

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

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

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

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

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

(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.

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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.

(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

(1)

Instructions

1. Information should be provided as of the end of the most recently completed calendar year. Specify

the valuation date by footnote or otherwise.

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

240.16a-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.

(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:

(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

(1)

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.

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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:

(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;

(v) 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;

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

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(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

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.

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10. No information need be given as to any routine, retail transactio

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