Item 2.26. Exchange Offers Made to Shareholders of Registrant or of If during the fiscal year the registrant made or caused to be made (a) an offer to the holder of a security of the registrant or of any other open-end investment company to exchange his security for a security in the same or another open-end investment company on any basis other than the relative net asset values of the respective securities to be exchanged, or (b) an offer of exchange of any security of a registered open-end company, including a security of the registrant, for a security of a registered unit investment trust or registered face-amount certificate company, irrespective of the basis of exchange, cite the specific order, if any, of the Commission approving the terms of the offer or exempting it from the provisions of Section 11(a) or 11(c) of the Act, or, if the offer was not so approved or exempted, describe the offer, including the basis for any claimed exception from the provisions of Section 11(a) or 11(c) pursuant to the provisions of Section 11(b). Item 2.27. Variations in Sales Load Except as Permitted by Rule (Section 22(d)). If during the fiscal year the public offering prices of the registrant's shares were determined on a basis which resulted in any variations in sales load other than as permitted by Rule 22d-1 under the Act or other rules under Section 22(d) of the Act, cite the specific order, if any, of the Commission exempting such variations therefrom, or, in the absence of any such order, state the facts with respect to such variations. Item 2.28. Ten Largest Dealers in Registrant's Shares. Set forth in order of size, for the fiscal year, the 10 dealers, by name, who sold the largest dollar amount of shares of the registrant. For each, show separately: (a) The total dollar amount of shares sold. (b) The brokerage commissions received by virtue of direct or indirect participation in the purchase and sale of portfolio securities of the registrant, such commissions to be broken down as follows: (1) Gross commissions received for executing portfolio transactions. (2) Amounts received from other brokers or dealers at the request of the registrant, its principal underwriter, or its investment adviser. (3) Amounts paid to other brokers or dealers or other persons at the direction or request of the registrant, its principal underwriter, or its investment adviser. Instructions. 1. Instruction 1 to Item 1.32 of Part I of this report shall also apply to this item. to this item. 2. Instruction 2 to Item 2.17 above shall also apply Item 2.29. Shares of Registrant Sold Pursuant to Periodic Payment Furnish the name and address of each sponsor or depositor of a separately registered unit investment trust through which shares of the registrant were sold during the registrant's fiscal year, and as to each such sponsor or depositor state (a) the dollar sales of shares of the registrant during the registrant's fiscal year pursuant to periodic payment plans of the installment type issued by the unit investment trust, and (b) the percent of such sales to the total dollar sales of shares of the registrant under all methods of sale during the registrant's fiscal year. SIGNATURE This Part II of the registrant's report on Form N-1R has been submitted to each member of the board of directors of the registrant (or to each member of the board of directors of the depositor or to each member of the board of directors of the trustee), and, pursuant to the requirements of the Investment Company Act of 1940 and the Securities Exchange Act of 1934*, the undersigned registrant (or depositor or trustee) has caused this Part II to be signed on its behalf in the City of and State of on the day of 19 OPINION OF INDEPENDENT PUBLIC ACCOUNTANT The registrant shall include in its report an opinion of its independent public accountant, which shall be addressed to the registrant, shall be on the stationery of the accountant, shall be signed manually, and shall be dated. The opinion shall cover the following subject matter and be in substantially the following form: We have examined the (description of financial statements) as of (date) and for the year then ended and have rendered our opinion thereon dated We have also examined the answers to the items enumerated below which are included in the report of (state the exact name of the registrant) filed with the Securities and Exchange Commission on Form N-1R for the fiscal year ended (state the same fiscal year as appears on the facing sheet of the report); in connection therewith, we have applied such supplemental tests and other auditing procedures as we considered necessary in the circumstances. In our opinion, the answers set forth in the following items present fairly the information they purport to show: Items 1.03; 1.05; 1.06; 1.07(a), (c); 1.17; 1.18(a)(1),(3),(4); The answers set forth in the following items are in accordance with the minutes of (name of registrant) examined by us: Items 1.19; 1.38; 2.06; 2.11(b). The procedures which we applied were not of sufficient scope to enable us to express an opinion, and we do not express an opinion as to the answers to the following items: Items 1.13; 2.05; 2.25 (lettered clauses (a), (b), (c)). However, in connection with our examination, nothing came to our attention which causes us to believe that the accompanying answers to such items do not fairly set forth the information they purport to show. We consent to the use of this opinion in connection with the filing of the report of (name of registrant) with the Securities and Exchange Commission on Form N-1R. (Signature of Independent Public Accountant) Instruction. Any exceptions shall be specifically and clearly stated, together with the reasons therefor. INSTRUCTIONS AS TO EXHIBITS Subject to the rules regarding incorporation by reference, the following exhibits shall be filed as a part of the report: 2A. If the investment adviser of the registrant is of the character described in instruction 1 below - Statements of profit and loss and surplus of the investment adviser of the registrant for each of not less than the immediately preceding three fiscal years of such adviser ending at least 60 days prior to the last date on which this report is required to be filed by the registrant, and a balance sheet of the investment adviser as of the end of the most recent of such fiscal years. These statements shall be prepared in reasonable detail. Instructions. 1. Furnish the financial statements specified in paragraph 2A above only if (a) during the most recent fiscal year of the investment adviser to be reported the gross income received by it in any capacity from the registrant and subsidiaries, and from other registered investment companies and subsidiaries, exceeded 25 percent of the gross income of the investment adviser from all sources, and (b) the combined total net assets (determined before deduction of any outstanding senior securities) of the registrant and such other registered investment companies at any time during the most recent fiscal year of the investment adviser to be reported exceeded $100,000,000. 2. If the investment adviser is of the character described in instruction 1 above and the financial statements specified in paragraph 2A above are substantially of the character required to be filed by the investment adviser as a public record with the Commission pursuant to any of the statutes administered by the Commission or any rule or form thereunder, then such statements shall not be included as an exhibit to this Part II but shall be included as an exhibit to Part I of this report. See "Instructions as to Exhibits," paragraph 1F, appearing at the end of Part I of this report. Notwithstanding the fact that such financial statements may be required to be included as an exhibit to Part I of this report, any financial data filed pursuant to instruction 4 below shall be included as an exhibit to this Part II. 3. For the purposes of instruction 1 above, include gross income of the investment adviser from all sources other than profit or loss from transactions in securities and commodities for the firm's investment account. For the purposes of clause (a) of instruction 1 above, net underwriting discounts and commissions retained by the investment adviser in the capacity of a principal underwriter from the sale of shares of a registered investment company shall be deemed to be received from such registered company. 4. The registrant may if it wishes supplement the financial statements specified in paragraph 2A above with any additional financial data, presented in reasonable detail, relevant to the net income realized by the investment adviser from the investment advisory contract and any other contract for services (other than a principal underwriting contract) with the registrant. This shall not preclude the registrant from including with the financial data described in the first sentence of this instruction additional financial data, likewise presented in reasonable detail, relevant to the net income realized by the investment adviser from the registrant as a whole. Any financial data filed pursuant to this instruction shall relate to at least the same fiscal years of the investment adviser required to be reported pursuant to said paragraph 2A. If allocations of expenses of the investment adviser are employed in such financial data, the basis or bases of such allocations shall be clearly explained. Also, if the investment adviser acts as such for other registered management investment companies, any such financial data may in the alternative be stated in the aggregate as to the registrant and all such other registered companies. 2B. If the principal underwriter for the registrant is of the character described in instruction 1 below - Statements of profit and loss and surplus of the principal underwriter for the registrant for each of not less than the immediately preceding three fiscal years of such underwriter ending at least 60 days prior to the last date on which this report is required to be filed by the registrant, and a balance sheet of the principal underwriter as of the end of the most recent of such fiscal years. These statements shall be prepared in reasonable detail. Instructions. 1. Furnish the statements specified in paragraph 2B above only if (a) during the most recent fiscal year of the principal underwriter to be reported the gross income received by it in any capacity from the registrant and subsidiaries, and from other registered investment companies and subsidiaries, exceeded 25 percent of the gross income of the principal underwriter from all sources, and (b) the combined total net assets (determined before deduction of any outstanding senior securities) of the registrant and such other registered investment companies at any time during the most recent fiscal year of the principal underwriter to be reported exceeded $100,000,000. 2. If the principal underwriter is of the character described in instruction 1 above and the financial statements specified in paragraph 2B above are substantially of the character required to be filed by the principal underwriter as a public record with the Commission pursuant to any of the statutes administered by the Commission or any rule or form thereunder, then such statements shall not be included as an exhibit to this Part II but shall be included as an exhibit to Part I of this report. See "Instructions as to Exhibits," paragraph 1G, appearing at the end of Part I of this report. Notwithstanding the fact that such financial statements may be required to be included as an exhibit to Part I of this report, any financial data filed pursuant to instruction 4 below shall be included as an exhibit to this Part II. |