Corporate Governance Guidelines

A majority of the members of the Board of Directors shall qualify as “disinterested directors” as defined in the Investment Company Act of 1940 and the rules promulgated thereunder, and as independent directors in accordance with the applicable provisions of the Securities Exchange Act of 1934 and the rules promulgated thereunder and the applicable rules of the New York Stock Exchange.

No member of the Board of Directors shall serve on the board of directors of more than five other public companies, it being understood that service on the governing boards of multiple funds within a single mutual fund complex shall be treated for this purpose as service on a single board.

Any officer of the Fund who is a director shall, if requested by the Board of Directors, resign from the Board of Directors when such individual ceases to be an officer of the Fund.

 Directors should exercise their business judgment to act in what they reasonably believe to be in the best interests of the Fund in a manner consistent with their fiduciary duties

Directors should regularly attend meetings of the Board of Directors and of all Board committees on which they serve. Directors are encouraged to attend the annual meeting of the Fund’s shareholders. Information and data that is important to the Board’s understanding of the business to be discussed at meetings shall be distributed in advance of meetings to the extent practicable, except when such material is too sensitive to be put in writing.  To prepare for meetings, Directors should review the materials that are sent to them in advance of those meetings.

Directors shall preserve the confidentiality of confidential material given or presented to the Board of Directors.

The Chairman of the Board shall set the agenda of meetings of the Board of Directors and the Chairman of each Committee shall set the agenda of meetings of the applicable Committee.  Any Director may suggest agenda items and may raise at meetings other matters that he or she considers to be worthy of discussion.

The Board of Directors of the Fund shall schedule regular executive sessions where non-management directors (i.e., directors who are not Fund officers but who do not otherwise have to qualify as “independent” directors) meet without management participation.  The non-management directors shall either select a non-management director to preside at each executive session or shall establish a procedure by which the presiding director for each executive session shall be selected.  The Board of Directors or the Fund shall establish methods by which interested parties may communicate directly with the presiding director or with the non-management directors of the Board of Directors as a group and shall cause such methods to be disclosed.

The Board of Directors shall at all times maintain an Audit Committee, a Nominating and Governance Committee and a Contracts Committee, which shall operate in accordance with applicable law, their respective charters as adopted and amended from time to time by the Board, and the applicable rules of the Securities and Exchange Commission and the New York Stock Exchange.  The Board may also establish other committees as it deems appropriate and delegate to such committees such authority to the extent permitted by applicable law and the Fund’s bylaws.

Directors shall disclose to the other Directors any potential conflicts of interest they may have with respect to any matter under discussion and, if appropriate, refrain from voting on a matter in which they may have a conflict.

Except in unusual circumstances or as requested by senior management, Directors are expected to follow the principle that senior management, as opposed to individual Directors, provides the public voice of the Fund.  Directors receiving inquiries from institutional investors, the press or others should refer them to the Chief Executive Officer or other appropriate officer of the Fund.

The Board does not believe in mandating fixed rotation of Board Committee members and/or chairpersons since at any time there may be reasons for maintaining continuity.  The Board believes that ideally there should be some rotation over time on a staggered basis to foster diverse views while at the same time ensuring continuity.

The Board believes that Directors should be shareholders and have a financial stake in the Fund.  While the Board does not believe it appropriate to specify the level of share ownership for individual Directors, it is anticipated that each Director will develop an ownership position in the Fund over time.

The Fund shall provide each director with complete access to the management of the Fund, subject to reasonable advance notice to the Fund and reasonable efforts to avoid disruption to the Fund’s management, business and operations.  The Board of Directors and Board Committees, to the extent set forth in the applicable Committee charter, have the right to consult and retain independent legal and other advisors at the expense of the Fund.

The Board of Directors or an authorized Committee thereof shall determine and review the form and amount of Director compensation, including cash, equity-based awards and other Director compensation.  In connection with such Director compensation, the Board of Directors will be aware that questions may be raised when Directors’ fees and benefits exceed what is customary.  Similarly, the Board of Directors will be aware that the independence of Directors could be questioned if substantial charitable contributions are made to organizations in which a director is affiliated or if the Fund enters into consulting contracts with, or provides other indirect compensation to, a Director.  The Board of Directors shall critically evaluate each of these matters when determining the form and amount of Director compensation, and the independence of a Director.

The Board of Directors or the Fund shall establish, or identify and provide access to, appropriate orientation programs, sessions or materials for the benefit of newly elected Directors either prior to or within a reasonable period of time after their nomination or election as a Director.  The Board of Directors or the Fund shall encourage, but not require, Directors to periodically pursue or obtain appropriate programs, sessions or materials as to the responsibilities of Directors of publicly-traded companies.

The Chief Executive Officer shall maintain a short-term succession plan delineating temporary delegation of authority in the event that the Chief Executive Officer or any other executive officer is unexpectedly unable to perform his or her duties and shall share such succession plan with the Board of Directors upon request.

The Board of Directors shall conduct a self-evaluation annually to determine whether it and its committees are functioning effectively.  The Board of Directors shall discuss the evaluation report to determine what, if any, action could improve Board and Board committee performance. The Board of Directors, with the assistance of the Nominating and Governance Committee, as appropriate, shall review these Corporate Governance Guidelines on an annual basis to determinate whether any changes are appropriate.

Shareholders may mail written communications to the full Board of Directors, to Committees of the Board or to specified individual Directors in care of the Secretary of the Fund at the Fund’s principal offices. All shareholder communications received by the Secretary shall be forwarded promptly to the full Board, the relevant Board Committee or the specified individual Directors, as applicable, except that the Secretary may, in good faith, determine that a shareholder communication should not be so forwarded if it does not reasonably relate to the Fund or its operations, management, activities, policies, service providers, board, officers, shareholders or other matters relating to an investment in the Fund or is purely ministerial in nature.

These Guidelines may be amended, modified or waived by the Board of Directors, subject to the disclosure and other provisions of the Securities and Exchange Act of 1934, the rules promulgated thereunder and the applicable rules of the New York Stock Exchange.