Bond FundsWhat Are Bond Funds?----Bond funds are mutual funds that invest in bonds.----As with other mutual funds, investors purchase shares in the fund at the share price (Net Asset Value for traditional funds) at the time of purchase (end of day for traditional funds, exact time for Exchange Traded Funds).----The Net Asset Value (NAV) is based on the total value of the fund's assets at the time shares are purchased divided by the number of shares in the fund (which for mutual funds increase or decrease as shares are bought and sold). In the case of a bond fund, most of these assets are bonds and the value of these bonds is based on what they would sell for on the open market at a given time or end of day.----Because the salable values of bonds fluctuate with changes in interest rates, bond fund NAVs go up and down. We should not expect a steady, if volatile, increase in NAV over time, as is the hope with stock funds (and balanced funds).----The upshot is that listed returns on bond funds (e.g., 1-year, 5-year, 10-year) may be particularly misleading, especially if there has been a considerable change in interest rates from the beginning to the end of the period. You need to look at both the “income return” (dividends) and “capital return” (change in NAV) and understand that you can't expect significant capital gains over the long term, unless your starting point is historically exceptionally high interest rates (as in the 1980s). If your starting point is exceptionally low interest rates, you do need to worry that the NAV may never be as high again as when you bought your shares.----Bond funds pay dividends, per share, based on the dividends (interest) paid by the bonds held by the funds, minus expenses (divided by the number of shares). The dividends include the premium or discount for bonds not purchased at par by the fund.----For most bond funds dividends are paid at the end of each month and can be reinvested in the fund or paid into another fund (typically a money market at the same brokerage) or into an account elsewhere (bank or credit union).----Bond funds list a 30-day yield (“SEC yield”), which is supposed to give a snapshot of the dividends paid by the bonds owned by the fund over the past 30 days, less fund expenses, averaged over the number of shares, divided by the share price and projected forward and compounded over 365 days. Because the SEC yield is after expenses, it helps compare similar funds from different fund companies. However, not only is it impossible to project forward accurately for a year, there seems to be potential for significant discrepancies between the 30-day yield and the “Distribution Yield,” which is the actual per share dividend payment at the end of the month, divided by the reinvestment share price, projected forward for 365 days (not just attributable to one yield using compounding and the other not). During periods of rising interest rates, the SEC yield seems to overestimate dividend yield, while the opposite happens during falling interest rates.http://www.wellsfargoadvantagefunds.com/wfweb/wf/education/choosing/funds/yields.jsp----The implication is that the listed yield you see for a bond fund may not be an accurate measure of the dividends you are going to get per invested dollar, which would be the basis for comparison with CDs, Savings Bonds, or individual bonds, or even with other bond funds from the same fund family. The most recent “distribution yield” may or may not be a better measure over the long run, but should at least be looked at, instead of simply relying on the posted SEC yield.What Kinds of Bond Funds Are There?----Bond funds that specialize in most maturities and types of bonds are available, as well as many funds that represent cross-sections of the bond market or the market as a whole.----Bond funds also vary as to whether they take an index investing approach (using one of the Lehman bond indices), a buy-and-hold bond picking approach, or a more aggressive bond trading approach (including, in some cases, leveraging).----The broadest funds buy bonds across most bond categories (different maturities, Treasuries, Corporates, GNMAs), except Munis and, in most cases, Junk. (Many bond funds, not specifically designated as “high-yield,” are not allowed to own junk bonds.)----Some funds specialize by maturities: “ultra-short” bond funds (average maturities in the 3 month to 1 year range), short term bond funds (average maturities in the 2-4 year range), intermediate term bond funds (average maturities around 5-8 years), and long term bond funds (average maturities in the 10-20 year range). Typically, funds with shorter average maturities have lower dividends/yields but are less susceptible to changes in interest rates, so their NAVs are less volatile.----Other funds specialize by type of bond: Treasury funds, Inflation-Protected Treasury funds (TIPS), Corporate funds, High-Yield Corporate funds (junk), GNMA funds, Zero-Coupon funds, Tax-Exempt funds (Munis)—there are even some state specific muni funds.----Some funds specialize by both type and maturity, such as a Long Term Corporate fund or a Short Term Treasury fund.----Vanguard offers a wide range of bond funds, which will give a sense of what is out there, although there are different possibilities offered by other fund families.http://flagship5.vanguard.com/VGApp/hnw/FundsByType#3What Are the Expenses to Owning Bond Funds?----Like other mutual funds, bond funds have expense ratios that eat up some of the dividends (or capital gains) generated by the fund. Like other mutual funds, expense ratios vary considerably between fund families and sometimes between funds within a fund family, with index funds typically having lower expense ratios.----Bond funds from some fund families come with loads. In case you don't already know this, loads do not just disappear—if you don't pay the load up front, you will have a higher expense ratio to make up for it.----Bond funds that trade frequently will generate higher trading expenses than those that don't and may also have capital gains that get taxed in taxable accounts.----In some cases there may also be other fees, such as low balance fees or, with some brokerages, 12-b-1 fees. (12-b-1 fees are a fee charged by some brokerages to cover the cost of promoting their funds and add considerably to expenses, though they are not listed as part of the expense ratio, so, they are sometimes missed by inexperienced investors.)----As a bottom line assessment, if you want a portfolio that includes bonds that can only be bought on the open market (Corporates, GNMA, Munis) and you only have a relatively small amount of money to invest per bond (e.g., buying in $1000 increments), the expenses on a low cost bond fund will probably be lower than your costs to buy and sell the bonds on your own. If you are buying Treasuries at auction or are buying in large increments, you will have lower costs on your own.Are There Minimum Investment Amounts for Funds?----All Bond funds do have minimum initial investments and minimum additional investments.----As of January 2006, Vanguard has minimum initial investments of $3000 on both taxable and IRA accounts, with $100 added purchases. TIAA-Cref has a $2500 minimum, with $100 added purchases. However, TIAA_Cref have an automatic investment option that allows for initial and subsequent investments of $50.http://www4.tiaa-cref.org/product_profiles/mutual_funds.html----Exchange Traded Bond Funds do not have minimums, but do charge commissions per transaction.What Are the Advantages of Bond Funds Over Individual Bonds?----As with other mutual funds, bond funds provide instant diversification. This means they have the potential to provide higher yields than people of moderate means can get for themselves, because funds can buy higher risk investment grade corporate bonds (or for some funds, even junk bonds), that might be too dangerous for individuals who can only afford to buy a few different bonds. Also, funds can buy bonds of longer maturities than are practical for those who will eventually need their principal back, a point that is mostly relevant to long-term bond funds. (Longer maturities and lower ratings usually have had higher yields.)----Although US Treasury bonds and TIPS can be bought at auction for no charge, buying other bonds on the open market can be expense and building a diversified portfolio with limited financial resources may prove cost prohibitive.----After your initial minimum investment, shares in bond funds can be bought and sold in relatively small increments (e.g., $100 instead of $1000).----Bond fund shares can be bought any time. This is also true (more or less) of buying bonds on the open market, but if you want to buy at auction, you have to wait until the particular issue you want is auctioned, which may happen infrequently.----Bond funds have liquidity—you can always, easily, sell your shares, even if sometimes at a loss.----Because bond share prices fluctuate with interest rates, if interest rates fall, you can sell your shares at a profit. Historically this has been helpful when stocks are doing badly and investors flee to bonds, driving up bond fund NAVs. However, stocks and bonds prices do not always go in different directions. Falling interest rates (with capital gains for existing bonds and bond funds) coincided with the bull stock market of the '80s and '90s, and rising interest rates (leading to capital losses on bond funds) may make bonds more attractive to stock investors, who then sell their stocks and buy bonds.----For many 401(k) and 403(b) plans, bond funds are the only non-stock option available, other than low paying money markets.What Are the Disadvantages of Bond Funds Versus Individual Bonds?----As with other mutual funds, diversification does water down potential returns as the flip side of protection from the devastating losses associated with a concentrated portfolio—conservative bond funds are definitely not for those looking for bonds that can be bought at bargain prices and have exceptional yields.----Bond funds have expense ratios (and sometimes other costs), so if you are able to buy individual bonds cheaply, such as TIPS and Treasuries at auction, bond fund expenses may be higher.----The biggest problem with bond funds, however, is there is no way to avoid a capital loss on your fund shares when relevant interest rates go up.----If you hold an individual bond until maturity, you will get back the face value, even if the tradable value of the bond on the open market has decreased while you owned it. With a bond fund, the NAV is based on the tradable value of the bonds it owns, and if relevant interest rates at the time you sell shares are higher than when you bought them, you will have to sell your shares for less than you paid for them.----Both fear of this “interest rate risk” and attempts to minimize it tend to be exaggerated.----If you hold onto a fund long enough to take advantage of higher yields as interest rates rise, you won't lose money, although you could probably have gotten a better return over that same time with a CD or individual bond.----Reinvesting dividends in the fund as interest rates rise and fund NAVs drop, sometimes cited as an important means of mitigating loss, actually makes losses worse in a true bear market for bonds.----In a gradually rising interest rate environment (more or less a rising “moving average”), the total return on a bond fund will always be less than the initial yield for the time period represented by the fund's “duration” (see below). In a falling interest rate environment, the opposite is true.----Charts showing how your total return over time is higher than the initial yield as interest rates continue to rise are misleading if they extend beyond the “duration” period. The fact is, if you had put your money into a true “fixed income” option (such as a CD or Treasury) that paid the same initial yield and matured at the end of the “duration” period, you could have bought more shares later than you would own from having invested in the fund in the first place.----If you need to sell shares into a rapidly rising interest rate environment (the 1970's are often cited by fear mongers), then you could sustain a substantial loss, especially with long-term bond funds.How Does “Interest Rate Risk” Work?----The potential loss of share price of a bond fund during rising interest rates (or gain during falling interest rates), a.k.a. “interest rate risk,” can be quantified (approximately).----This potential change in share price may then be added or subtracted to the income return (dividends) to assess how the total return (dividends plus or minus capital return) might compare with other investment options for a particular time period, given different interest rate scenarios.----The interest rates that matter are those that directly affect the value of bonds held by the fund, not to be confused, for example, with the Federal Reserve discount rate. Although imprecise, an easy way of thinking about relevant interest rates is changes in the fund's latest distribution yield or, perhaps, SEC yield.----A simple, though inexact, way of calculating potential loss of gain in share price is to multiply the change in percentage points (a.k.a., basis points, 1 % point = 100 basis points) of interest rates on bonds equivalent to those held by the fund times the fund's “duration.” ----“Duration” is a complicated measure that simply means how much a bond or a bond fund's value will go up and down as relevant interest rates change (for a fund, this involves the weighted sum of its bond holdings). Durations should always be listed by a fund. Vanguard's glossary defines duration as, “A measure of the sensitivity of bond—and bond mutual fund—prices to interest rate movements. For example, if a bond has a duration of two years, its price would fall about 2% when interest rates rose one percentage point. On the other hand, the bond's price would rise by about 2% when interest rates fell by one percentage point.”----Because rising and falling bond fund NAVs are accompanied by increases and decreases in dividends, these need to be taken into account in calculating total return (dividends plus or minus change in NAV). The easiest way to approximate this is to take the average between the latest per share dividend (extrapolated over 365 days to get an actual dividend yield) and the change in yield you are using to calculate change to NAV. Remember this is going to be a very rough approximation, because real changes to interest rates are never linear and change in dividend per share does not correspond exactly to the change in tradable value of the fund's bonds, which is what actually determines NAV, if for no other reason than because YTM includes a compounding factor.----As a hypothetical example (ignoring reinvested dividends or compounding), if a fund has an initial yield of 4% and a duration of 5 years, and the yield gradually goes up to 6% over 5 years, the NAV would decline by roughly 10% (duration 5 years times 200 basis point change in interest rates). Meanwhile, if the starting per share dividend were 4% (extrapolated over 365 days) and went up to 6% over 5 years, the average dividend would be 5%, or 25% over 5 years. Subtracting the 10% loss to NAV from the 25% income return (dividends), this would mean a 15% total return, or 3%/year, less than the 4% initial dividend.----This kind of calculation is very rough, but should help in deciding risks/benefits between bond funds or between a fund and CDs, Treasuries, etc. For example, if you can put your money in a 4% 5-year CD instead of a bond fund with a 4% initial dividend, you know the CD is the better choice if interest rates go up at all. A more difficult decision might be between a 4% bond fund and a 3.5% CD; in that case anything less than a 1% point rise in interest rates would be in favor of the fund. There is a lot of guesswork involved, but at least you can estimate what amount of change in interest rates leads to one investment vehicle providing a better total return than another.How About A Real Example of Rising Interest Rates?----Let's look at Vanguard's Short Term Bond Index Fund for 2005http://flagship5.vanguard.com/VGApp/hnw/FundsDistributions?FundId=0132&FundIntExt=INT----If we invested $1000 on December 31 at $10.14/share, we would own 98.62 shares.Jan 31 Distribution of .02723/share, or $2.685, reinvested at $10.11, add .26 shares for 98.88.Feb 28 distribution of .02489/share, or $2.46, reinvested at $10.04, add .25 shares for 99.13.March 31 distribution of .02817/share, or $2.79, reinvested at $9.99, add .28 shares for 99.41.April 29 distribution of .02771/share, or $2.76, reinvested at $10.04, add .27 shares for 99.68.May 31 distribution of .02888/share, or $2.88, reinvested at $10.09, add .29 shares for 99.97.June 30 distribution of .02837/share, or $2.836, reinvested at $10.07, add .28 shares for 100.25.July 29 distribution of .02990/ share, or $2.997, reinvested at $10.07, add .30 shares for 100.55.August 31 distribution of .03021/share, or $3.038, reinvested at $10.05, add .30 shares, for 100.85.September 30 distribution of .02966/share, or $2.99, reinvested at $9.96, add .30 shares for 101.15.October 31 distribution of .03132/share, or $3.168, reinvested at $9.91, add .32 shares for 101.47.November 30 distribution of .03105/share, or $3.15, reinvested at $9.91, add .32 shares for 101.79.December 30 distribution of .03257/share, or $3.315, reinvest at $9.92, add .33 shares for 102.12.----Total Value of $1013, or a 1.3% gain for the year.----Over the year, the “distribution yield” went from 3.16% to 3.87% (with some fluctuations), while the NAV went from $10.14 to $9.92, a loss per share of 2.17%. Most of the loss to NAV can be attributed to the rising interest rates, though other factors must also have been involved.Are TIPS Funds Safer?-----While interest rates have been low and warnings about interest rate risk on bond funds have abounded, TIPS funds have been widely acclaimed as a safer, or even “safe,” alternative. Safer is probably correct, safe is not.-----Unfortunately, since TIPS have an adjustable inflation component, it is impossible to predict accurately how TIPS will fare when yields on similar maturity Treasuries rise and fall, because it depends on how much of the variation is due to rising or falling expectations about inflation and how much is because of changes in the “real” (above inflation) yield.-----The tradable value of TIPS is based on its fixed coupon, though the affect of changing rates will be upon the face value of the bond at the time of change (figuring out compounding is also complex). If all of the change in interest rates comes from higher inflation while real yields remain the same, the TIPS held by a fund would simply increase their payout (funds turn the inflation component into dividends), with no affect on the value of the bonds or the fund's NAV. However, if all the change in interest rates were due to changes in the “real” yield (e.g., from 2%-4% for TIPS and 4%-6% for Treasuries), the affect on the value of TIPS of the same maturity would actually be stronger, presuming their face value had increased over time, which would translate into an NAV that changed even more than for a regular Treasury fund that held the same maturities.-----Anything that combined changes in inflation and in “real” yield would result in something in between, which is most likely. This would mean that in a rising interest rate environment, TIPS funds would sustain less of a loss to their NAVs than counterparts holding a similar mix of Treasury maturities, while the dividends (including the inflation adjustment) on both funds were rising at the same amount. -----On the flip side, this lesser volatility would make TIPS funds a weaker vehicle for increasing NAV (capital return) when interest rates were falling.-----Remember, though, we can't really predict how much change in interest rates will be due to inflation and how much due to “real” yield.----From Vanguard's disclaimer about “duration” on its TIPS fund: “This duration estimates the percentage change in the price of the fund for a given change in nominal interest rates on conventional Treasury securities. Actual inflation-protected securities (TIPS) price movements could be significantly different than implied by this estimate. The relationship of TIPS and conventional bonds varies and is difficult to predict with accuracy.”http://flagship5.vanguard.com/VGApp/hnw/FundsSnapshot?FundId=0119&FundIntExt=INT----For what it's worth, the “beta” in August 2005 (volatility measure) for Vanguard's TIPS fund (average maturity 11 years, average duration 6.4) compared to the Lehman Aggregate Bond Index was 1.49; the beta for Vanguard's Long Term Treasury Fund (average maturity 17.1 years, average duration 10.1) was 2.34; for the Intermediate Treasury Fund (average maturity 6.6 years, average duration 5) the beta was 1.27. Given that the average maturities in the TIPS fund are about half way between the long term and intermediate term treasury funds, we might expect volatility to be half way in between, but in fact it was much closer to the intermediate fund, which suggests there has been a moderating affect from part of the return coming from the inflation component.Are Bond Funds Affected By Defaults, Downgrades, and Calls?----Although the diversification provided by bond funds does spread out some of the risks associated with investing in bonds on your own, the bonds held by the funds are subject to default, being downgraded, or being called.----If bonds miss a payment that will affect the fund's dividend for the month. If the company or municipality declares bankruptcy and its bonds can't pay back face value, this will be reflected in the fund's net assets and NAV.----If bonds held by a fund get downgraded or upgraded or otherwise are perceived by traders to have changed default risks, the tradable value of these bonds will go down or up. This is independent of changes in value of bonds based on how their coupons compare to prevailing interest rates.----The strongest affects to NAV from changes in perceived quality of bonds usually are seen in funds investing in junk bonds. For example, since defaults are most common around recessions, junk bonds, in general, tend to lose considerable value when recessions are expected and to gain considerable value when economic recovery is well under way. For specific junk bonds, the likelihood of the company failing is the key factor.----Even funds that exclusively buy investment grade corporate bonds can have significant losses, if they hold bonds that get downgraded or default.----When bonds held by funds get called, the same issues arise as when bonds held by individuals get called. The returned principal needs to be reinvested, usually at a lower coupon than on the called bond (since prevailing interest rates are likely to be lower), and if the bond was bought at a premium, the time necessary to make up for the premium with a high coupon will not suffice.----Bond calls may lead to lower dividends when interest rates fall than would be expected just from replacing maturing bonds and buying bonds with new investment dollars.----Calls may also affect the NAV, because a bond whose tradable value is at a premium gets paid off at face value instead of the premium.----From Vanguard on call risk on corporate funds: “Call risk, which is the chance that during periods of falling interest rates, issuers may call—or repay—securities with higher coupons (or interest rates) that are callable before their maturity dates. The fund would lose potential price appreciation and would forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the fund's income.” (Vanguard tries to avoid callable bonds for its corporate funds to minimize call risk.)http://flagship5.vanguard.com/VGApp/hnw/FundsRisk?FundId=0071&FundIntExt=INT----For its GNMA fund, Vanguard notes: “Prepayment risk, which is the chance that mortgage-backed bonds will be paid off early if falling interest rates prompt homeowners to refinance their mortgages. Forced to reinvest the unanticipated proceeds at lower interest rates, the fund would experience a decline in income and lose the opportunity for additional price appreciation associated with falling interest rates. Prepayment risk is high for the fund.”http://flagship5.vanguard.com/VGApp/hnw/FundsRisk?FundId=0036&FundIntExt=INT----Call expectations are to some extent factored into tradable value of bonds. “When interest rates decline, GNMA prices typically do not rise as much as the prices of comparable bonds. This is because the market tends to discount GNMA prices for prepayment risk when interest rates decline.”Exchange Traded Bond FundsAre There Exchange Traded Funds for Bonds, and If So, How Do They Compare with Regular Bond Fund?----Although newer and less common than Exchange Traded Funds (ETFs) for Stocks, there now are some ETFs representing various bond categories.----As with all ETFs, these enable the investor to buy and sell shares at a specific time, instead of getting the share price at the end of the trading day (as with regular funds), which makes them popular with active traders.----ETFs also allow for purchasing in shares in any dollar amount, most importantly in amounts less than the minimums required by many regular funds (helpful for those with little money to invest).----Since ETFs trade like stocks, you need to pay a commission on every buy or sell. For anyone dripping money in or out of a fund over time, these commissions will cost much more than using a regular fund from a fund family, even though ETFs may help avoid some costs, such as low balance fees, charged by a regular fund.----Whether you have to pay a commission for reinvesting dividends with an ETF depends on the brokerage.Closed-End Funds and Term TrustsClosed-End Funds----A typical mutual fund offered from a fund family is open ended, meaning the number of shares in the fund increase as investors add money to the fund (or decrease if more shares get sold than new ones bought). An alternative is a closed-end fund.----Closed-end funds are sometimes focused on a niche market and may be the only way to have access to that niche. Or the may use more aggressive tactics to try to enhance returns.----In a closed-end fund, all the shares are issued at once then initially sold through brokers (sometimes aggressively) at an initial offering price of, for example, $10 a share.----The capital raised from the offering is then used to buy bonds or related investments (some of these funds use derivatives for leveraging) and an initial net asset value is established (which will be ----Commonly, as with stock IPOs, shares bought at the initial offering are restricted for a period of time--typically 3 months for the brokerages that brought the fund to market for the shares they got for their part in the offering. ----Shares in a closed-end fund cannot be sold back to the company (as with open-ended funds). You must sell them, like stocks, on the open market.----The net asset value of the shares, as with open-ended funds, is based on the salable value of the bonds it owns, and information about the NAV should be available on a daily basis (e.g., in Barrons).----However, the price of shares on the open market will typically be at a premium or discount to the NAV, depending on how investors assess the short-term or long-term prospects for the fund's investments, not just what they are worth on a given day (as when you redeem shares in an open-ended fund).--If you buy a closed end fund at its inception, you are paying the set-up costs of the fund, and the odds that after the initial offering, it will be a long time before the fund again trades at that high a price. ----About 3 months after a new closed end fund opens, when the restricted shares that were used to pay the brokerages that brought the fund to market are no longer restricted, many of those formerly restricted shares will be sold, and a further drop in the price at which the shares trade (but not in the net asset value per share) can be expected. If you watch carefully, you can detect that widening of the spread. Then, and only then, is the time to buy--if you want to be in this niche fund in the first place. Term Trusts----A term trust is a particular type of closed-end fund that has a drop-dead date at which it agrees to cash out or sell all its assets and return the proceeds to shareholders.----A term trust bond fund will pay dividends and plan to return to shareholders the initial offering price, typically $10 or $15 per share (as stated in the prospects, though not guaranteed).----If the fund took its capital from the offering and bought a set of bonds all maturing around the drop dead date, the affect would be analogous to an individual buying a collection of bonds that were held to maturity at a particular date, providing diversification while avoiding interest rate risk.----Two problems: bonds get called, and some term trusts tend to use leverage. ----In the environment of falling interest rates we experienced in recent years, term trusts have seen bonds called well before the intended fund liquidation date. They have then had to buy short-term investments that were yielding very little. ----The result is, even if a fund does succeed in returning its target price, this may come at the expense of a greatly reduced dividend. Thus, the Hyperion fund, HTO, which was liquidated at the end of November, 2005, ended up reducing its monthly dividend, once over 7c a share, to a tenth of a cent per share. This is extreme, but during the life of a term trust, dividend cuts are a way of life. (If you own individual bonds that get called, you won't be able to reinvest at as high a yield as the called bond, but you can seek the best return available, whereas the fund would need to focus on liquidity to be able to return the share price on the liquidation date).----A leveraged term trust (check the prospectus) typically uses the leverage to get an excellent initial yield (given the overall interest rate environment). However, as the life of the fund continues and the time until liquidation becomes shorter, the investor will see a series of cuts in the monthly dividend. ----Commonly the fund on liquidation falls a little short of recovering the initial offering price (remember the costs of offering the fund were deducted before the initial investments could be made). However, as the market knows there will be a distribution at about a certain date, it is certain that the spread between market price and net asset value will progressively narrow and vanish as the liquidation date approaches. In the '90s the discounts to net asset value on these funds were commonly over 10%. Adding the return to be anticipated as the spread narrowed to the yield gave a very respectable total return. Do note that this fine return was on the backs, so to speak, of the initial investors in the trust, who had seen a significant loss in their investment from $10 per share to around $7 a share. There was a double whammy, as the bonds had lost value due to rising interest rates, plus the spread had widened. Those who did their math and recognized that at liquidation the spread would be zero and the bulk of the assets of the fund would be valued at 100c on the dollar, had a fine opportunity available. ----Like bonds, a term trust will mature. Unlike bonds, there is no guarantee what the net asset value will be at maturity, but management is bound to try to live up to the terms of the prospectus and return the initial offering price.
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