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CORPORATE GOVERNANCE

Corporate Governance is an ongoing commitment shared by the Board of Directors and by Management.

Board Independence
The Chairman of the Fund is independent of the Fund management. At least 75% of the Board is made up of Directors who are independent of the Fund's investment advisor. The Board of Directors meets quarterly and each Director endeavors to attend each meeting.

Audit Committee
The Audit Committee is comprised of at least three independent directors, each of whom is financially literate and at least one of whom shall be designated a "financial expert" as defined in rules promulgated by the SEC under the Sarbanes-Oxley Act of 2002. The Audit Committee, among other things, recommends to the Board the Fund's independent auditors and oversees the Fund's accounting and financial reporting processes and internal controls over financial reporting; oversees, or as appropriate, assists Board oversight of the quality and integrity of the Fund's financial statements and the independent audit thereof; the Fund's compliance with legal and regulatory requirements related to the auditing and issuance of the Fund's results; and the auditors' qualifications, independence and performance.

Audit Committee Charter PDF file

Proxy Voting Policies
The Fund has adopted policies and procedures with respect to the voting of proxies related to portfolio securities. These procedures delegate to the Fund's investment advisor the responsibility for voting proxies, subject to the continuing oversight of the Board. The Board reviews the Investment Advisor's proxy voting policies and procedures and reviews the votes cast by the Investment Advisor on a regular basis

Proxy Voting Policy PDF file

Code of Ethics
The Board maintains a Code of Ethics which complies with rule 17j-1 of the Investment Company Act. In addition the Fund has established a Code of Ethics in compliance with the requirements of Section 406 of the Sarbanes-Oxley Act.

Code of Ethics PDF file

Code of Ethics for Principal Executive and Senior Financial Officers PDF file

Nominating Committee
The Nominating Committee is comprised of at least three independent directors. The Nominating Committee is responsible for identifying suitable candidates for Board membership and for recommending them for election to the Board.

Nominating Committee Charter PDF file