-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M+uEW0mUTNCir6WGZ08Ifz1akpqOCfH5796MEI0DrcMW2YsEPylQnEyYtmfUntn1 vt0EVwTmRNj6UjP0L32z+Q== 0000950116-97-000781.txt : 19970428 0000950116-97-000781.hdr.sgml : 19970428 ACCESSION NUMBER: 0000950116-97-000781 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970425 EFFECTIVENESS DATE: 19970425 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: VANGUARD/WINDSOR FUNDS INC CENTRAL INDEX KEY: 0000107606 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 510082711 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 333-23941 FILM NUMBER: 97587735 BUSINESS ADDRESS: STREET 1: 100 VANGUARD BLD STREET 2: P O BOX 2600 CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 6106696289 MAIL ADDRESS: ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: WINDSOR FUNDS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WINDSOR FUNDS DATE OF NAME CHANGE: 19851031 FORMER COMPANY: FORMER CONFORMED NAME: WINDSOR FUND INC DATE OF NAME CHANGE: 19850424 485BPOS 1 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (333-23941) Pre-Effective Amendment No. Post-Effective Amendment No. 1 (Check appropriate box or boxes) VANGUARD/WINDSOR FUNDS, INC. (Exact Name of Registrant as Specified in Charter) (610) 669-6000 (Area Code and Telephone Number) 100 Vanguard Boulevard, (PO Box 2600), Valley Forge, PA 19482 (Address of Principal Executive Offices: Number, Street, City, State, Zip Code) Raymond J. Klapinsky, Senior Vice President and General Counsel The Vanguard Group, Inc. 100 Vanguard Boulevard, (PO Box 2600), Valley Forge, PA 19482 (Name and Address of Agent for Service: Number, Street, City, State, Zip Code) Approximate Date of Proposed Public Offering: As soon as practicable after this Registration Statement becomes effective under the Securities Act of 1933. Calculation of Registration Fee Under the Securities Act of 1933 ------------------------------------------------------------------------ No filing fee is required because an indefinite number of shares have previously been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940. A Rule 24f-2 Notice for the Registrant's fiscal year ended October 31, 1996, was filed on December 30, 1996. FORM N-14 Post-Effective Amendment No. 1 to the Registration Statement on Form N-14 of Vanguard/Windsor Funds, Inc. (the "Fund") is being filed in order to file as an exhibit the private letter ruling of the U.S. Internal Revenue Service supporting the tax matters and consequences to shareholders of the proposed reorganization discussed in the Form N-14. The Cross-Reference Sheet, Part A and Part B of Pre-Effective Amendment No. 1 to the Registration Statemnent on Form N-14 of the Fund, filed with the U.S. Securities and Exchange Commission on April 2, 1997, is incorporated herein by reference. VANGUARD/WINDSOR FUNDS, INC. WINDSOR FUND SERIES REGISTRATION STATEMENT ON FORM N-14 PART C OTHER INFORMATION ITEM 15. INDEMNIFICATION Article TENTH of the Registrant's Amended and Restated Articles of Incorporation provides as follows: "TENTH: (a) The Corporation shall indemnify its directors and officers to the fullest extent allowed, and in the manner provided, by Maryland Law, including the advancing of expenses incurred in connection therewith. Such indemnification shall be in addition to any other right or claim to which any director or officer may otherwise be entitled. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or who, while a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan against any liability asserted against and incurred by such person in any such capacity or arising out of such person's position, whether or not the corporation would have had the power to indemnify such liability. (b) Nothing in this Article protects or purports to protect, or may be interpreted or construed to protect, any director or officer against any liability to the corporation or its security holders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. (c) Each section or portion thereof of this Article shall be deemed serverable from the remainder, and the invalidity of any such section or portion shall not affect the validity of the remainder of this Article" ITEM 16. EXHIBITS (1) Copies of charter (Articles of Incorporation) of registrant as now in effect: Previously Filed on December 11, 1984, File No. 811-4168 (2) Copies of existing by-laws: Previously Filed on December 11, 1984, File No. 811-4168 (3) Copies of any voting trust agreement affecting more than five percent of any class of equity securities of the registrant. Not Applicable (4) Copies of the Agreement and Plan of Reorganization: Included in the Registration Statement as Exhibit A to the Combined Proxy Statement/Prospectus (5) Copies of all instruments defining the rights of holders of securities being registered: Previously Filed (see 1 and 2 above) Article 5, Section A of Articles of Incorporation and Article 2 of the By-Laws. (6) Copies of all investment advisory contracts relating to the management of the assets of the Registrant: Agreement between Registrant and Wellington Management Company LLP dated August 1, 1996, previously filed as Exhibit 6 to Pre-Effective Amendment No. 1 to the Registrant's Registration Statement filed with the Commission on April 2, 1997, is incorporated herein by reference. (7) Copies of each underwriting or distribution Contract: Not Applicable (8) Copies of all bonus profit sharing pension or other similar arrangements wholly or partly for the benefit of Directors and Officers: Not Applicable (9) Copies of all custodian agreements and depository contracts: Previously filed on December 11, 1984, File No. 811-4168 (10) Copies of any 12b-1 Plans Not Applicable (11) An opinion and consent of counsel as to the legality of the securities being registered, indicating whether they will, when sold, be legally issued, fully-paid and non-assessable, is incorporated by reference to the opinion of counsel filed on December 30, 1996, in connection with the Registrant's Rule 24f-2 Notice for the fiscal year ended October 31, 1996. (12) A copy of the private letter ruling from the Internal Revenue Service supporting the tax matters discussed in the Combined Proxy Statement/Prospectus: Filed Herewith as Exhibit No. 12 (13) Copies of other material contracts: Not Applicable (14) Copies of any other opinions, appraisals or rulings and consents to their use relied on in preparing the Registrant Statement and required by Section 7 of the 1933 Act are included by Section 7 of the 1933 Act: Filed as Exhibit No. 14 to Pre-Effective Amendment No. 1 to the Registrant's Registration Statement filed with the Commission on April 2, 1997. (15) All financial statements omitted pursuant to item 14(a)(1): Not Applicable (16) Manually signed copies of any power of attorney pursuant to which the name of any person has been signed to the Registration Statement. (17) Any other Exhibits: A copy of the Registrant's Rule 24f-2 declaration is filed herewith as Exhibit No. 17. ITEM 17. UNDERTAKINGS (i) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of this Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. (ii) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. SIGNATURES As required by the Securities Act of 1933 this Post-Effective Amendment No. 1 to the Registration Statement has been signed on behalf of the Registrant, thereunto duly authorized, in the Town of Malvern and the Commonwealth of Pennsylvania, on the 25th day of April, 1997. Vanguard/Windsor Funds, Inc. BY: (Raymond J. Klapinsky) John J. Brennan, President and Chief Executive Officer As required by the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: BY: (Raymond J. Klapinsky) John C. Bogle*, Chairman of the Board and Director April 25, 1997 BY: (Raymond J. Klapinsky) John J. Brennan*, President and Chief Executive Officer April 25, 1997 BY: (Raymond J. Klapinsky) Robert E. Cawthorn*, Director April 25, 1997 BY: (Raymond J. Klapinsky) Barbara B. Hauptfuhrer*, Director * Power of Attorney. April 25, 1997 BY: (Raymond J. Klapinsky) Bruce K. MacLaury*, Director April 25, 1997 BY: (Raymond J. Klapinsky) Burton G. Malkiel*, Director April 25, 1997 BY: (Raymond J. Klapinsky) Alfred M. Rankin, Jr.*, Director April 25, 1997 BY: (Raymond J. Klapinsky) John C. Sawhill*, Director April 25, 1997 BY: (Raymond J. Klapinsky) James O. Welch, Jr.*, Director April 25, 1997 BY: (Raymond J. Klapinsky) J. Lawrence Wilson*, Director April 25, 1997 BY: (Raymond J. Klapinsky) Richard F. Hyland*, Treasurer and Principal Financial Officer and Accounting Officer April 25, 1997 BY: Raymond J. Klapinsky Raymond J. Klapinsky, Secretary April 25, 1997 * By Power of Attorney. See File Number 2-14336, January 23, 1990. Incorporated by Reference. EXHIBIT INDEX ------------- Exhibit No. Document - ----------- -------- EX-99.12 Private Letter Ruling from the U.S. Internal Revenue Service EX-99.17 Rule 24f-2 Declaration EX-99.12 2 PRIVATE LETTER RULING Exhibit 12 Ex.-99.12 Internal Revenue Service Department of the Treasury Index Nos.: 368.03-00, 368.00-00, P.O. Box 7604 368.09-00 Ben Franklin Station Washington, DC 20044 Mr. William S. Pilling, III Stradley, Ronon, Stevens & Young Person to Contact: 2600 One Commerce Square Jeffrey L. Vogel Philadelphia, PA 19103 Telephone Number: (202) 622-7770 Refer Reply To: CC:DOM:CORP:2 - PLR-244172-96 Date: January 30, 1997 LEGEND:
Investco = Vanguard/Windsor Funds, Inc. Portfolio = Vanguard/Windsor Funds, Inc. - Vanguard/Windsor Fund TIN: 51-0082711 Fund = Gemini II, Inc. TIN: 23-2324564 State X = Maryland Date b = January 31, 1997 "This document may not be used or cited as precedent. Section 6110(j)(3) of the Internal Revenue Code." Date d = May 1, 1997 Date e = February 25, 1985 $f = $9.30 plus accumulated and unpaid dividends
Dear Mr. Pilling: This letter responds to your letter dated July 22, 1996, requesting rulings about the federal income tax consequences of a proposed transaction. Additional information was received in a letter dated November 18, 1996. The information submitted indicates that Investco is a State X open-end, diversified management investment company. Investco is organized as a regulated investment company ("RIC") with several funds that are each treated as a separate corporation under section 851(h) of the Internal Revenue Code (the "Code"). Portfolio is one of Investco's funds. Portfolio has only one class of stock outstanding. PLR-244172-96 2 Fund is a State X closed-end dual purpose investment company. Fund is authorized to issue common stock ("Capital Shares") and cumulative preferred stock ("Income Shares") that must be redeemed on or before Date b for $f per share. Currently, both the Capital Shares and the Income Shares are outstanding and publicly traded. For what are represented to be valid business reasons, the taxpayers have proposed the following transaction: (i) Fund will transfer all of its assets (except for an amount to satisfy the liabilities of Fund) to Portfolio in exchange for Portfolio voting stock. (ii) Fund will discharge its liabilities with the retained assets. (iii) Fund will distribute the Portfolio shares it received in the exchange described above to its shareholders in complete liquidation. No cash will be paid to dissenting shareholders, and no cash will be paid to Fund shareholders in lieu of fractional shares of Portfolio stock. The consummation of this transaction is subject to approval by the Fund shareholders. On or before Date d, the Fund shareholders will vote to decide whether (i) to remain a closed-end investment company, (ii) to convert to an open-end investment company without participating in the proposed reorganization, or (iii) to convert to an open-end investment company by participating in the acquisition described above. The taxpayers have made the following representations about the proposed transaction: (a) The fair market value of the Portfolio stock received by each Fund shareholder will be approximately equal to the fair market value of the Fund's stock surrendered in the exchange. Pursuant to the Plan of Reorganization, Fund will agree to transfer all of its assets free and clear of all liabilities, except for cash, bank deposits, or cash equivalent securities in an estimated amount necessary to (i) pay its costs and expenses incurred in the reorganization, (ii) discharge its unpaid liabilities and (iii) to pay its contingent liabilities. (b) There is no plan or intention by Fund's shareholders who own five percent or more of the stock of Fund, and to the best knowledge of the management of the Fund, there is no plan or intention on the part of any of Fund's shareholders to sell, exchange or otherwise dispose of a number of shares of Portfolio stock received in the transaction that would reduce the ownership by the shareholders of Fund of the stock of Portfolio to a number of shares having a value, as of the date of the transaction, of less than 50 percent of the value of all of the formerly outstanding stock of Fund, as of the same date. Moreover, shares of Fund stock and shares of Portfolio stock held by Fund shareholders and otherwise sold, redeemed (other than the redemption of the Income Shares described above), or PLR-244172-96 3 disposed of prior or subsequent to the transaction will be considered in making this representation. (c) Portfolio will acquire at least 90 percent of the fair market value of the net assets and at least 70 percent of the fair market value of the gross assets held by Fund immediately prior to the transaction. For purposes of this representation, amounts paid by Fund to the dissenters, amounts used by Fund to pay its reorganization expenses, amounts paid by Fund to shareholders who receive cash or other property, and all redemptions and distributions (except for regular, normal dividends and the redemption of the Income Shares, described above) made by Fund immediately preceding the transfer will be included as assets of Fund held immediately prior to the reorganization. (d) Portfolio has no plan or intention to reacquire any of its stock issued in the transaction, except in the ordinary course of its business. (e) Portfolio has no plan or intention to sell or otherwise dispose of any of the assets of Fund acquired in the transaction, except for dispositions made in the ordinary course of business or transfers described in section 368(a)(2)(C) of the Code. (f) Fund will distribute the stock of Portfolio that it receives in the transaction, and its other properties, if any, pursuant to the Plan of Reorganization. (g) Prior to the reorganization, Portfolio has not and will not dispose of and/or acquire assets in order to satisfy the investment objectives of Fund or otherwise change its historic investment policies. (h) Following the reorganization, Portfolio will continue the historic business of Fund or use a significant portion of Fund's assets in a business. (i) Fund will not transfer liabilities to Portfolio and the transferred assets of Fund are not be subject to any liabilities incurred by Fund. (j) Portfolio and Fund will each pay their respective expenses, if any, incurred in connection with the reorganization. (k) There is no intercorporate indebtedness existing between Fund and Portfolio that was issued, acquired, or will be settled at a discount. (l) Fund and Portfolio are investment companies as defined in section 368(a)(2)(F)(i) and (iii) of the Code. Portfolio and Fund have, for all their taxable periods, elected to be taxed as RICs as defined in Part I of subchapter M PLR-244172-96 4 (sections 851-855 of the Code). After the reorganization, Portfolio intends to continue to elect to be taxed as a RIC for all subsequent taxable years. (m) Portfolio does not own, directly or indirectly, nor has it owned during the past five years, directly or indirectly, any stock of Fund. (n) Fund is not under the jurisdiction of a court in a title 11 or similar case within the meaning of section 368(a)(3)(A) of the Code. (o) Fund is not required by the Agreement, Bylaws, Prospectus, or otherwise to engage in the reorganization. Pursuant to their fiduciary duty to the Fund shareholders, the Board of Directors of Fund will recommend to the Fund Capital Shareholders that Fund engage in the reorganization. (p) At the time the Income Shares were issued on Date e, there was no plan or intention on the part of Fund, its Board of Directors, or its investment advisor to engage in a combination with Portfolio, or with any other fund, then or in the future. (q) The Plan of Reorganization does not, and will not, reference the Income Share redemption which will take place on or before Date b. Based solely upon the information submitted and representations set forth above, we hold as follows: (1) Portfolio's acquisition of substantially all of the assets of Fund in exchange solely for Portfolio voting stock, as described above, will be a reorganization within the meaning of section 368(a)(1)(C) of the Code. For purposes of this ruling, "substantially all" means at least 70 percent of the fair market value of the gross assets and at least 90 percent of the fair market value of the net assets of Fund. Additionally, Portfolio and Fund will each be "a party to a reorganization" within the meaning of section 368(b) of the Code. (2) No gain or loss will be recognized by Fund on its transfer of substantially all of its assets to Portfolio in exchange solely for Portfolio voting stock. See section 361(a) of the Code. (3) Portfolio will recognize no gain or loss on its receipt of substantially all of the assets of Fund in exchange solely for Portfolio voting stock. See section 1032(a) of the Code. (4) Portfolio's basis in the assets of Fund received in the reorganization will equal Fund's basis in the assets immediately before the transfer. See section 362(b) of the Code. PLR-244172-96 5 (5) Portfolio's holding period in the assets received in the reorganization will include the period during which Fund held the assets. See section 1223(2) of the Code. (6) No gain or loss will be recognized by Fund shareholders upon the exchange of their Fund stock solely for Portfolio voting stock, as described above. See section 354(a)(1) of the Code. (7) A Fund shareholder's basis in the Portfolio stock received in the reorganization will equal the basis of the Fund shares surrendered in exchange therefor. See section 358(a)(1) of the Code. (8) A Fund shareholder's holding period in the Portfolio stock received in the reorganization will include the period that the shareholder held the Fund stock exchanged therefor, provided that the shareholder held such stock as a capital asset on the date of the exchange. See section 1223(1) of the Code. (9) Portfolio will succeed to and take into account the items of Fund described in section 381(c) of the Code, including the earnings and profits, or deficit in earnings and profits, of Fund as of the date of the transaction. See section 381(a) of the Code and section 1.381-1(a) of the Income Tax Regulations (the "Regulations"). Any deficit in earnings and profits of Fund will be used only to offset earnings and profits accumulated after the effective date of the proposed transaction. Portfolio will take these items into account subject to the conditions and limitations specified in sections 381, 382, 383 and 384 of the Code and the Regulations thereunder. We express no opinion about the tax treatment of the proposed transaction under other provisions of the Code and Regulations or about the tax treatment of any conditions existing at the time of, or effects resulting from, the proposed transaction that are not specifically covered by the above rulings. Specifically, no opinion was requested, and none is expressed, about whether Portfolio or Fund qualifies as a RIC that is taxable under Subchapter M, Part I of the Code. The rulings contained in this letter are predicated upon facts and representations submitted by the taxpayer and accompanied by a penalties of perjury statement executed by the appropriate party. This office has not verified any of the material submitted in support of the ruling request. Verification of the factual information and other data may be required as part of the audit process. This ruling letter is directed only to the taxpayer who requested it. According to section 6110(j)(3) of the Code, this ruling letter may not be used or cited as precedent. A copy of this PLR-244172-96 6 letter should be attached to the federal income tax returns of the taxpayer involved for the taxable year in which the transaction covered by this ruling letter is consummated. Sincerely, Assistant Chief Counsel (Corporate) By /s/ Lewis K. Brickates ----------------------------- Lewis K. Brickates Assistant to the Branch Chief Enclosures: Copy of this letter Copy for section 6110 purposes EX-99.17 3 A COPY OF REGISTRANT'S RULE 24F-2 DECLARATION Exbibit 17 EX-99.17 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |_| Pre-Effective Amendment No. ________ |_| Post-Effective Amendment No. 62 File No. 2-14336 |X| and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. ________ WINDSOR FUND, INC. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) 1250 Drummers Lane P.O. Box 1100 Valley Forge, Pennsylvania 19482 ---------------------------------------- ---------- (Address of Principal Executive Offices) (ZIP Code) Registrant's Telephone Number, including Area Code 215- 293-1100 ------------- Raymond J. Klapinsky, Secretary P.O. Box 1100 Valley Forge, Pennsylvania 19482 --------------------------------------- (Name and Address of Agent for Service) Approximate Date of Proposed Public Offering: Offering is to begin immediately upon issuance of an order making this Amendment effective. - ------------------------------------------------------------------------------ CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
Proposed Proposed Maximum Title of Securities Amount Being Maximum Offering Aggregate Amount of Being Registered Registered Price Per Unit Offering Price Registration Fee ---------------- ---------- -------------- -------------- ---------------- Common Stock 12,091,728 $9.22(1) $111,485,732 $100(2) ($1.00 par value) Common Stock Indefinite $9.22(1) N/A $500(3) -------- ($1.00 par value) Total $600 ================================================================================================================================
(1) Net asset value on November 21, 1979, adjusted to the nearest cent. (2)(a) The calculation of the maximum offering price for the 12,091,728 shares is made pursuant to Rule 24e-2. (b) The total amount of securities redeemed or repurchased during the previous fiscal year was 12,091,728. (c) No redeemed or repurchased securities were used for reduction pursuant to Rule 24e-2 in previous filings of Post-Effective Amendments during the current fiscal year. (d) The amount of redeemed or repurchased securities being used for such reduction in the amount being filed is 12,091,728 shares. (3) Pursuant to Rule 24f-2 of the Investment Company Act of 1940, Registrant hereby declares that to the number of shares presently registered and being registered pursuant to Rule 24e-2 is added an indefinite number of such shares. FACING SHEET SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM N-1 62nd Post-Effective Amendment to Registration Statement File No. 2-14336 For Registration under the Securities Act of 1933 of Securities of Open-End Management Investment Companies A. Exact name of Company as specified in Charter: WINDSOR FUND, INC. B. Complete address of Company's principal executive offices: P.O. Box 1100 Valley Forge, Pennsylvania 19482 C. Name and complete address of agent for service: Raymond J. Klapinsky, Secretary Windsor Fund, Inc. P.O. Box 1100 Valley Forge, PA 19482 D. Title and amount of securities being registered under this 62nd Post-Effective Amendment: 12,091,728 shares of Windsor Fund, Inc. Common Stock of $1.00 par value, plus an indefinite number of such shares E. Proposed aggregate maximum offering price to the public of the securities being registered calculated pursuant to Rule 475(c): $111,485,732 for the 12,091,728 shares being registered pursuant to Rule 24e-2. F. Amount of filing fee. $600(1)(2) G. Approximate date of proposed public offering: As soon as practicable after effective date of registration statement. - -------------------- (1)(a) The $100 fee for the 12,091,728 shares was calculated pursuant to Rule 24e-2. (b) The total amount of securities redeemed or repurchased during the previous fiscal year was 12,091,728. (c) No redeemed or repurchased securities were used for reduction pursuant to Rule 24e-2 in previous filings of Post-Effective Amendments during the current fiscal year. (d) The amount of redeemed or repurchased securities being used for such reduction in the amount being filed is 12,091,728 shares. (2) Pursuant to Rule 24f-2 of the Investment Company Act of 1940, Registrant hereby declares that to the number of shares presently registered and being registered pursuant to Rule 24e-2 is added an indefinite number of such shares. The registration fee for the indefinite amount of shares registered pursuant to Rule 24f-2 is $500. -----END PRIVACY-ENHANCED MESSAGE-----