Sec Form N3 - Registration Statement Under The Securities Act Of 1933 And/or Registration Statement Under The Investment Company Act Of 1940 Page 35
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546.
Every report required by Section 30(e) of the 1940 Act and Rule 30e-1 under it [17 CFR 270.30e-1] shall contain the
following information:
(i) one or more tables, charts, or graphs depicting the portfolio holdings of the Fund by reasonably identifiable categories
(e.g., type of security, industry sector, geographic region, credit quality, or maturity) showing the percentage of net
asset value or total investments attributable to each. The categories and the basis of presentation (e.g., net asset value
or total investments) should be selected, and the presentation should be formatted, in a manner reasonably designed
to depict clearly the types of investments made by the Fund, given its investment objectives. If the Fund depicts
portfolio holdings according to credit quality, it should include a description of how the credit quality of the holdings
were determined, and if credit ratings, as defined in section 3(a)(60) of the Securities Exchange Act [15 U.S.C. 78(c)
(a)(60)], assigned by a credit rating agency, as defined in section 3(a)(61) of the Securities Exchange Act [15 U.S.C.
78(c)(a)(61)], are used, explain how they were identified and selected. This description should be included near, or as
part of, the graphical representation;
(ii) a statement that: (A) the Registrant files its complete schedule of portfolio holdings with the Commission for
the first and third quarters of each fiscal year on Form N-Q; (B) the Registrant’s Forms N-Q are available on the
Commission’s website at (C) the Registrant’s Forms N-Q may be reviewed and copied at the
Commission’s Public Reference Room in Washington, DC, and that information on the operation of the Public
Reference Room may be obtained by calling 1-202-551-8090; and (D) if the Registrant makes the information on
Form N-Q available to contractowners on its website or upon request, a description of how the information may be
obtained from the Registrant;
(iii) a statement that a description of the policies and procedures that the Registrant uses to determine how to vote proxies
relating to portfolio securities is available (A) without charge, upon request, by calling a specified toll-free (or collect)
telephone number; (B) on the Registrant’s website, if applicable; and (C) on the Commission’s website at
sec.gov;
(iv) a statement that information regarding how the Registrant voted proxies relating to portfolio securities during the
most recent 12-month period ended June 30 is available (A) without charge, upon request, by calling a specified toll-
free (or collect) telephone number; or on or through the Registrant’s website at a specified Internet address; or both;
and (B) on the Commission’s website at
(v) If the Registrant’s board of managers approved any investment advisory contract during the Registrant’s most recent
fiscal half-year, discuss in reasonable detail the material factors and the conclusions with respect thereto that form the
basis for the board’s approval. Include the following in the discussion:
(A) Factor relating to both the board’s selection of the investment adviser and approval of the advisory fee and
any other amounts to be paid by the Registrant under the contract. This would include, but not be limited to,
a discussion of the nature, extent, and quality of the services to be provided by the investment adviser; the
investment performance of the Registrant and the investment adviser; the costs of the services to be provided
and profits to be realized by the investment adviser and its affiliates from the relationship with the Registrant;
the extent to which economies of scale would be realized as the Registrant grows, and whether fee levels reflect
these economies of scale for the benefit of the Registrant’s investors. Also indicate in the discussion whether the
board relied upon comparisons of the services to be rendered and the amounts to be paid under the contract with
those under other investment advisory contracts, such as contracts of the same and other investment advisers
with other registered investment companies or other types of clients (e.g., pension funds and other institutional
investors). If the board relied upon such comparisons, describe the comparisons that were relied on and how they
assisted the board in concluding that the contract should be approved; and
(B) If applicable, any benefits derived or to be derived by the investment adviser from the relationship with the
Registrant such as soft dollar arrangements by which brokers provide research to the Registrant or its investment
adviser in return for allocating the Registrant’s brokerage, and
(vi) Board approvals covered by Instruction 6(v) to this Item include both approvals of new investment advisory contracts
and approvals of contract renewals. Investment advisory contracts covered by Instruction 6(v) include subadvisory
contracts. Conclusory statements or a list of factors will not be considered sufficient disclosure under Instruction 6(v).
Relate the factors to the specific circumstances of the Registrant and the investment advisory contract and state how
the board evaluated each factor. For example, it is not sufficient to state that the board considered the amount of the
investment advisory fee without stating what the board concluded about the amount of the fee and how that affected
its decision to approve the contract. If any factor enumerated in Instruction 6(v)(A) to this Item is not relevant to the
board’s evaluation of an investment advisory contract, note this and explain the reasons why the factor is not relevant.
7. (i)
Schedule VI – Summary schedule of investments in securities of unaffiliated issuers [17 CFR 210.12-12C] may
be included in the financial statements required under Instructions 4.(i) and 5.(i) of this Item in lieu of Schedule
I – Investments in securities of unaffiliated issuers [17 CFR 210.12-12] if: (A) the Registrant states in the report
that the Registrant’s complete schedule of investments in securities of unaffiliated issuers is available (1) without
charge, upon request, by calling a specified toll-free (or collect) telephone number; (2) on the Registrant’s website, if
applicable; and (3) on the Commission’s website at and (B) whenever the Registrant (or financial
intermediary through which shares of the Registrant may be purchased or sold) receives a request for the Registrant’s
30
SEC 2124 (5/15)
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