Form N2 (United States Securities And Exchange Commission) Page 20
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41Instruction
If any portions of this disclosure are stated to be based upon an opinion of counsel, name the counsel in the prospectus, and include an
appropriate manually signed consent to the use of counsel’s name and opinion as an exhibit to the registration statement.
3. Control Persons: Identify each person who, as of a specified date no more than 30 days prior to the date of filing the registration
statement (or amendment to it), controls the Registrant.
Instruction
For the purposes of this item, “control” means (1) the beneficial ownership, either directly or through one or more controlled
companies, of more than 25 percent of the voting securities of a company; (2) the acknowledgment or assertion by either the
controlled or controlling party of the existence of control; or (3) an adjudication under Section 2(a)(9) of the 1940 Act [15 U.S.C.
80a-2(a)(9)], which has become final, that control exists.
Item 10. Capital Stock, Long-Term Debt, and Other Securities
1.
Capital Stock: For each class of capital stock of the Registrant, state the title of the class and briefly describe all of the matters listed
in paragraphs 1.a through 1.f that are relevant:
a. concisely discuss the nature and most significant attributes, including, where applicable, (1) dividend rights, policies, or limitations;
(2) voting rights; (3) liquidation rights; (4) liability to further calls or to assessments by the Registrant; (5) preemptive rights,
conversion rights, redemption provisions, and sinking fund provisions; and (6) any material obligations or potential liability
associated with ownership of the security (not including investment risks);
Instructions
1. A complete legal description of the securities should not be given.
2. If the Registrant has a policy of making distribution or dividend payments at predetermined times and minimum rates,
disclosure should include a statement that, if the fund’s investments do not generate sufficient income, the fund may be
required to liquidate a portion of its portfolio to fund these distributions, and therefore these payments may represent a
reduction of the shareholders’ principal investment. The tax consequences of such payments also should be described
briefly.
b. with respect to preferred stock, (1) state whether there are any restrictions on the Registrant while there is an arrearage in
the payment of dividends or sinking fund installments, and, if so, concisely describe the restrictions and (2) briefly describe
provisions restricting the declaration of dividends, requiring the maintenance of any ratio or assets, requiring the creation or
maintenance of reserves, or permitting or restricting the issuance of additional securities;
c. if the rights of holders of the security may be modified other than by a vote of a majority or more of the shares outstanding,
voting as a class, so state, and briefly explain;
d. if rights evidenced by, or the amounts payable with respect to, any class of securities being described are, or may be, materially
limited or qualified by the rights of any other authorized class of securities, include sufficient information regarding the other
securities to enable investors to understand such rights and limitations;
e. if the Registrant has a dividend reinvestment plan, briefly discuss the material aspects of the plan including, but not limited
to, whether the plan is automatic or whether shareholders must affirmatively elect to participate; (2) the method by which
shareholders can elect to reinvest stock dividends or, if the plan is automatic, to receive cash dividends; (3) from whom
additional information about the plan may be obtained (including a telephone number or address); (4) the method of determining
the number of shares that will be distributed in lieu of a cash dividend; (5) the income tax consequences of participation in the
plan (i.e., that capital gains and income are realized, although cash is not received by the shareholder); (6) how to terminate
participation in the plan and rights upon termination; (7) if applicable, that an investor holding shares that participate in the
dividend reinvestment plan in a brokerage account may not be able to transfer the shares to another broker and continue to
participate in the dividend reinvestment plan; (8) the type and amount (if known) of fees, commissions, and expenses payable
by participants in connection with the plan; and (9) if a cash purchase plan option is available, any minimum or maximum
investment required; and
f. briefly describe any provision of the Registrant’s charter or bylaws that would have an effect of delaying, deferring or preventing
a change of control of the Registrant and that would operate only with respect to an extraordinary corporate transaction involving
the Registrant, such as a merger, reorganization, tender offer, sale or transfer of substantially all of its assets, or liquidation.
Instruction
Provisions and arrangements required by law or imposed by governmental or judicial authority need not be discussed. Provisions or
arrangements adopted by the Registrant to effect or further compliance with laws or governmental or judicial mandate must be described
where compliance does not require the specific provisions or arrangements adopted.
17
SEC 1716 (4/15)
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