Form N-1a - United States Securities And Exchange Commission Page 40
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54Item 23. Purchase, Redemption, and Pricing of Shares
(a) Purchase of Shares. To the extent that the prospectus does not do so, describe how the Fund’s shares are offered to the public.
Include any special purchase plans or methods not described in the prospectus or elsewhere in the SAI, including letters of intent,
accumulation plans, dividend reinvestment plans, withdrawal plans, exchange privileges, employee benefit plans, redemption
reinvestment plans, and waivers for particular classes of shareholders.
(b) Fund Reorganizations. Disclose any arrangements that result in breakpoints in, or elimination of, sales loads in connection with the
terms of a merger, acquisition, or exchange offer made under a plan of reorganization. Identify each class of individuals to which
the arrangements apply and state each different sales load available as a percentage of both the offering price and the net amount
invested.
(c) Offering Price. Describe the method followed or to be followed by the Fund in determining the total offering price at which its
shares may be offered to the public and the method(s) used to value the Fund’s assets.
Instructions
1.
Describe the valuation procedure(s) that the Fund uses in determining the net asset value and public offering price of its shares.
2.
Explain how the excess of the offering price over the net amount invested is distributed among the Fund’s principal
underwriters or others and the basis for determining the total offering price.
3.
Explain the reasons for any difference in the price at which securities are offered generally to the public, and the prices at
which securities are offered for any class of transactions or to any class of individuals.
4.
Unless provided as a continuation of the balance sheet in response to Item 27, include a specimen price-make-up sheet
showing how the Fund calculates the total offering price per unit. Base the calculation on the value of the Fund’s portfolio
securities and other assets and its outstanding securities as of the date of the balance sheet filed by the Fund.
(d) Redemption in Kind. If the Fund has received an order of exemption from section 18(f) or has filed a notice of election under
rule 18f-1 that has not been withdrawn, describe the nature, extent, and effect of the exemptive relief or notice.
(e) Arrangements Permitting Frequent Purchases and Redemptions of Fund Shares. Describe any arrangements with any person to
permit frequent purchases and redemptions of Fund shares, including the identity of the persons permitted to engage in frequent
purchases and redemptions pursuant to such arrangements, and any compensation or other consideration received by the Fund, its
investment adviser, or any other party pursuant to such arrangements.
Instructions
1.
The consideration required to be disclosed by Item 23(e) includes any agreement to maintain assets in the Fund or in other
investment companies or accounts managed by the investment adviser or by any affiliated person of the investment adviser.
2.
If the Fund has an arrangement to permit frequent purchases and redemptions by a group of individuals, such as the
participants in a defined contribution plan that meets the requirements for qualification under Section 401(k) of the Internal
Revenue Code (26 U.S.C. 401(k)), the Fund may identify the group rather than identifying each individual group member.
Item 24. Taxation of the Fund
(a) If applicable, state that the Fund is qualified or intends to qualify under Subchapter M of the Internal Revenue Code. Disclose the
consequences to the Fund if it does not qualify under Subchapter M.
(b) Disclose any special or unusual tax aspects of the Fund, such as taxation resulting from foreign investment or from status as a
personal holding company, or any tax loss carry-forward to which the Fund may be entitled.
Item 25. Underwriters
(a) Distribution of Securities. For each principal underwriter distributing securities of the Fund, state:
(1)
The nature of the obligation to distribute the Fund’s securities;
(2)
Whether the offering is continuous; and
(3)
The aggregate dollar amount of underwriting commissions and the amount retained by the principal underwriter for each of
the Fund’s last three fiscal years.
(b) Compensation. Provide the information required by the following table with respect to all commissions and other compensation
received by each principal underwriter, who is an affiliated person of the Fund or an affiliated person of that affiliated
person, directly or indirectly, from the Fund during the Fund’s most recent fiscal year:
(1)
(2)
(3)
(4)
(5)
Name of
Net Underwriting
Compensation on
Discounts and
Brokerage
Other
Principal
Redemptions and
Underwriter
Commissions
Repurchases
Commissions
Compensation
33
SEC 2052 (10/16)
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