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

Board Independence
The Chair 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 and Valuation Committee
The Audit and Valuation 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 and Valuation 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 and Valuation Committee 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. Last reviewed: March 3, 2009.

Code of Ethics PDF file

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

Governance & Nominating Committee Charter
The Governance & Nominating Committee is comprised of at least three independent directors. The purpose of Committee is to assist the Board in carrying out its responsibilities with respect to the governance of the Fund and the selection, nomination, evaluation and compensation of independent members of the Board in accordance with applicable laws, regulations, stock exchange requirements and industry best practices. The Committee shall also review and evaluate the overall effectiveness of the Board in performing its oversight role.

Governance & Nominating Committee Charter