Instructions.
7. Item G.1.b.i. Material amendments to organizational documents.
Provide copies of all material amendments to the Registrant's
charters, by-laws, or other similar organizational documents that
occurred during the reporting period.
8. Item G.1.b.ii. Instruments defining the rights of the holders of
any new or amended class of securities. Provide copies of all
constituent instruments defining the rights of the holders of any
new or amended class of securities for the current reporting
period. If the Registrant has issued a new class of securities
other than short-term paper, furnish a description of the class
called for by the applicable item of Form N-2. If the constituent
instruments defining the rights of the holders of any class of the
Registrant's securities have been materially modified during the
reporting period, give the title of the class involved and state
briefly the general effect of the modification upon the rights of
the holders of such securities.
9. Item G.1.b.iii. New or amended investment advisory contracts.
Provide copies of any new or amended investment advisory contracts
that became effective during the reporting period.
10. Item G.1.b.iv. Information called for by Item 405 of Regulation
S-K. Provide the information called for by Item 405 of Regulation
S-K concerning failure of certain closed-end management investment
company and small business investment company shareholders to file
certain ownership reports.
11. Item G.1.b.v. Code of ethics (small business investment
companies only).
(a) (1) Disclose whether, as of the end of the period covered by
the report, the Registrant has adopted a code of ethics that
applies to the Registrant's principal executive officer, principal
financial officer, principal accounting officer or controller, or
persons performing similar functions, regardless of whether these
individuals are employed by the Registrant or a third party. If the
Registrant has not adopted such a code of ethics, explain why it
has not done so.
(2) For purposes of this instruction, the term "code of ethics"
means written standards that are reasonably designed to deter
wrongdoing and to promote: (i) honest and ethical conduct,
including the ethical handling of actual or apparent conflicts of
interest between personal and professional relationships; (ii)
full, fair, accurate, timely, and understandable disclosure in
reports and documents that a Registrant files with, or submits to,
the Commission and in other public communications made by the
Registrant; (iii) compliance with applicable governmental laws,
rules, and regulations; (iv) the prompt internal reporting of
violations of the code to an appropriate person or persons
identified in the code; and (v) accountability for adherence to the
code.
(3) The Registrant must briefly describe the nature of any
amendment, during the period covered by the report, to a provision
of its code of ethics that applies to the Registrant's principal
executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by
the Registrant or a third party, and that relates to any element of
the code of ethics definition enumerated in paragraph (a)(2) of
this instruction. The Registrant must file a copy of any such
amendment as an exhibit to this report on Form N-CEN, unless the
Registrant has elected to satisfy paragraph (a)(6) of this
instruction by posting its code of ethics on its website pursuant
to paragraph (a)(6)(ii) of this Instruction, or by undertaking to
provide its code of ethics to any person without charge, upon
request, pursuant to paragraph (a)(6)(iii) of this instruction.
(4) If the Registrant has, during the period covered by the report,
granted a waiver, including an implicit waiver, from a provision of
the code of ethics to the Registrant's principal executive officer,
principal financial officer, principal accounting officer or
controller, or persons performing similar functions, regardless of
whether these individuals are employed by the Registrant or a third
party, that relates to one or more of the items set forth in
paragraph (a)(2) of this instruction, the Registrant must briefly
describe the nature of the waiver, the name of the person to whom
the waiver was granted, and the date of the waiver.
(5) If the Registrant intends to satisfy the disclosure requirement
under paragraph (a)(3) or (4) of this instruction regarding an
amendment to, or a waiver from, a provision of its code of ethics
that applies to the Registrant's principal executive officer,
principal financial officer, principal accounting officer or
controller, or persons performing similar functions and that
relates to any element of the code of ethics definition enumerated
in paragraph (a)(2) of this instruction by posting such information
on its Internet website, disclose the Registrant's Internet address
and such intention.
(6) The Registrant must: (i) file with the Commission a copy of its
code of ethics that applies to the Registrant's principal executive
officer, principal financial officer, principal accounting officer
or controller, or persons performing similar functions, as an
exhibit to its report on this Form N-CEN; (ii) post the text of
such code of ethics on its Internet website and disclose, in its
most recent report on this Form N-CEN, its Internet address and the
fact that it has posted such code of ethics on its Internet
website; or (iii) undertake in its most recent report on this Form
N-CEN to provide to any person without charge, upon request, a copy
of such code of ethics and explain the manner in which such request
may be made.
(7) A Registrant may have separate codes of ethics for different
types of officers. Furthermore, a "code of ethics" within the
meaning of paragraph (a)(2) of this instruction may be a portion of
a broader document that addresses additional topics or that applies
to more persons than those specified in paragraph (a)(1) of this
instruction. In satisfying the requirements of paragraph (a)(6) of
this instruction, a Registrant need only file, post, or provide the
portions of a broader document that constitutes a "code of ethics"
as defined in paragraph (a)(2) of this instruction and that apply
to the persons specified in paragraph (a)(1) of this instruction.
(8) If a Registrant elects to satisfy paragraph (a)(6) of this
instruction by posting its code of ethics on its Internet website
pursuant to paragraph (a)(6)(ii), the code of ethics must remain
accessible on its website for as long as the Registrant remains
subject to the requirements of this instruction and chooses to
comply with this instruction by posting its code on its Internet
website pursuant to paragraph (a)(6)(ii).
(9) The Registrant does not need to provide any information
pursuant to paragraphs (a)(3) and (4) of this instruction if it
discloses the required information on its Internet website within
five business days following the date of the amendment or waiver
and the Registrant has disclosed in its most recently filed report
on this Form N-CEN its Internet website address and intention to
provide disclosure in this manner. If the amendment or waiver
occurs on a Saturday, Sunday, or holiday on which the Commission is
not open for business, then the five business day period shall
begin to run on and include the first business day thereafter. If
the Registrant elects to disclose this information through its
website, such information must remain available on the website for
at least a 12-month period. The Registrant must retain the
information for a period of not less than six years following the
end of the fiscal year in which the amendment or waiver occurred.
Upon request, the Registrant must furnish to the Commission or its
staff a copy of any or all information retained pursuant to this
requirement.
(10) The Registrant does not need to disclose technical,
administrative, or other non-substantive amendments to its code of
ethics.
(11) For purposes of this instruction: (i) the term "waiver" means
the approval by the Registrant of a material departure from a
provision of the code of ethics; and (ii) the term "implicit
waiver" means the Registrant's failure to take action within a
reasonable period of time regarding a material departure from a
provision of the code of ethics that has been made known to an
executive officer, as defined in rule 3b-7 under the Exchange Act
(17 CFR 240.3b-7), of the Registrant.
(b) (1) Disclose that the Registrant's board of directors has
determined that the Registrant either: (i) has at least one audit
committee financial expert serving on its audit committee; or (ii)
does not have an audit committee financial expert serving on its
audit committee.
(2) If the Registrant provides the disclosure required by paragraph
(b)(1)(i) of this instruction, it must disclose the name of the
audit committee financial expert and whether that person is
"independent." In order to be considered "independent" for purposes
of this instruction, a member of an audit committee may not, other
than in his or her capacity as a member of the audit committee, the
board of directors, or any other board committee: (i) accept
directly or indirectly any consulting, advisory, or other
compensatory fee from the issuer; or (ii) be an "interested person"
of the investment company as defined in Section 2(a)(19) of the Act
(15 U.S.C. 80a-2(a)(19)).
(3) If the Registrant provides the disclosure required by paragraph
(b)(1)(ii) of this instruction, it must explain why it does not
have an audit committee financial expert.
(4) If the Registrant's board of directors has determined that the
Registrant has more than one audit committee financial expert
serving on its audit committee, the Registrant may, but is not
required to, disclose the names of those additional persons. A
Registrant choosing to identify such persons must indicate whether
they are independent pursuant to paragraph (b)(2) of this
instruction.
(5) For purposes of this instruction, an "audit committee financial
expert" means a person who has the following attributes: (i) an
understanding of generally accepted accounting principles and
financial statements; (ii) the ability to assess the general
application of such principles in connection with the accounting
for estimates, accruals, and reserves; (iii) experience preparing,
auditing, analyzing, or evaluating financial statements that
present a breadth and level of complexity of accounting issues that
are generally comparable to the breadth and complexity of issues
that can reasonably be expected to be raised by the Registrant's
financial statements, or experience actively supervising one or
more persons engaged in such activities; (iv) an understanding of
internal controls and procedures for financial reporting; and (v)
an understanding of audit committee functions.
(6) A person shall have acquired such attributes through: (i)
education and experience as a principal financial officer,
principal accounting officer, controller, public accountant, or
auditor or experience in one or more positions that involve the
performance of similar functions; (ii) experience actively
supervising a principal financial officer, principal accounting
officer, controller, public accountant, auditor, or person
performing similar functions; (iii) experience overseeing or
assessing the performance of companies or public accountants with
respect to the preparation, auditing, or evaluation of financial
statements; or (iv) other relevant experience.
(7) (i) A person who is determined to be an audit committee
financial expert will not be deemed an "expert" for any purpose,
including without limitation for purposes of Section 11 of the
Securities Act (15 U.S.C. 77k), as a result of being designated or
identified as an audit committee financial expert pursuant to this
instruction; (ii) the designation or identification of a person as
an audit committee financial expert pursuant to this instruction
does not impose on such person any duties, obligations, or
liability that are greater than the duties, obligations, and
liability imposed on such person as a member of the audit committee
and board of directors in the absence of such designation or
identification; (iii) the designation or identification of a person
as an audit committee financial expert pursuant to this instruction
does not affect the duties, obligations, or liability of any other
member of the audit committee or board of directors.
(8) If a person qualifies as an audit committee financial expert by
means of having held a position described in paragraph (b)(6)(iv)
of this Instruction, the Registrant shall provide a brief listing
of that person's relevant experience.
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