Nominating and Governance Committee Charter

As Amended on February 24, 2006

PURPOSE

COMPOSITION

RESPONSIBILITIES AND POWER

To carry out its purposes, the Nominating and Governance Committee shall have the following responsibilities and powers:

General

• Meet at least twice a year, or more frequently as circumstances may require.
• Review and reassess the adequacy of this Charter at least annually and recommend any proposed changes to the Board of Directors for approval.
• Review annually the Nominating and Governance Committee’s own performance and report the results of such review to the Board of Directors.
• Form and delegate authority to subcommittees when appropriate.

Board of Directors

• Develop qualification criteria for members of the Board of Directors.
• Actively seek, interview and screen individuals qualified to become Board members.
• Recommend director nominees to the Board for election at each annual meeting of shareholders and for appointment by the Board to fill interim vacancies.
• Make recommendations to the Board regarding the size of the Board as appropriate.
• At least every two years, review the compensation paid to directors and recommend to the Board changes in compensation as appropriate to enable the Fund to continue to attract and retain highly-qualified directors.
• Receive comments from all directors and report annually to the Board with an assessment of the Board’s performance, to be discussed with the Board of Directors following the end of each fiscal year.
• Have the sole authority to retain and terminate any search firm to be used to identify director candidates and approve the search firm’s fees and other retention terms.
• Have the sole authority to obtain advice and assistance from internal or external legal, accounting, or other advisers.

Committees of the Board

• Recommend to the Board, at its meeting following the annual meeting of shareholders, the individuals to be appointed as members and chairpersons of Board committees.
• Recommend to the Board the individuals to be appointed as members and chairpersons of Board committees when necessary to fill interim vacancies.

Officers of the Fund

• Recommend to the Board, at its meeting following the annual meeting of shareholders, the individuals to be appointed as officers of the Fund.
• Recommend to the Board the individuals to be appointed as officers of the Fund when necessary to fill interim vacancies.
• Periodically review the functions of the officers of the Fund and make recommendations to the Board regarding those functions as appropriate.
• Oversee the evaluation of the officers of the Fund and make recommendations to the Board as appropriate.

Corporate Governance

• Develop and recommend to the Board Corporate Governance Guidelines for the Fund that comply with the rules of the NYSE and any applicable law or regulation.
• Periodically review and reassess the adequacy of the Corporate Governance Guidelines and recommend any proposed changes to the Board for approval.

Code of Business Conduct and Ethics

• Develop and recommend to the Board a Code of Business Conduct and Ethics for the Fund that complies with the rules of the NYSE and any applicable law or regulation.
• Periodically review and reassess the adequacy of the Code of Business Conduct and Ethics and recommend any proposed changes to the Board for approval.
• Consider any requests for waivers from the Code of Business Conduct and Ethics, make recommendations to the full Board regarding such waivers and see that disclosure of such waivers is made to the NYSE and the Securities and Exchange Commission as required by the rules of the NYSE and any applicable law or regulation.

Reporting Responsibilities

• Keep regular minutes of Committee meetings and report the same to the Board of Directors when required.
• Report to the Board of Directors on the Committee’s activities on a regular basis and make such recommendations for action by the Board as it may deem appropriate.

NOMINATIONS PROCESS

• whether the candidate will qualify as a director who is not an “interested person” of the Fund;
• the absence of any real or apparent conflict of interest that would interfere with the candidate’s ability to act in the best interests of the Fund and its shareholders;
• the contribution that the candidate can make to the board of directors by virtue of his or her education, business experience and financial expertise;
• the interplay of the candidate’s skills and experience with the skills and experience of other board members;
• whether the candidate is willing to commit the time necessary to attend meetings and fulfill the responsibilities of a director; and
• the candidate’s personality traits, including integrity, independence, leadership, sound business judgment and the ability to work effectively with the other members of the board of directors.

With respect to the renomination of incumbent directors, past service to the board shall also be considered.

Nominations by Shareholders
As discussed above, recommendations from the Fund’s shareholders are one source of candidates that the Committee may consider.  However, a shareholder may also nominate candidates for director independently of the Committee and the Board by following the procedures set out in the Fund’s bylaws, as summary of which follows.  This summary is qualified by reference in its entirety to the pertinent provisions of the Fund’s bylaws.

For nominations at an annual shareholder meeting, the shareholder must give written notice to the Secretary of the Fund between 90 and 120 days prior to the first anniversary of the preceding year’s annual meeting, except that if the annual meeting is advanced by more than 30 days or delayed by more than 60 days from the anniversary date of the preceding year’s annual meeting or no annual meeting was held in the preceding year, notice must be delivered between 60 and 90 days prior to such annual meeting or the tenth day following the day on which public announcement of the date of such annual meeting is first made.

For nominations at a special shareholder meeting called for the purpose of electing directors, the shareholder must give written notice to the Secretary of the Fund not later than the close of business on the tenth day following the day on which notice of the date of the special meeting was mailed or public announcement of the date of the special meeting was made, whichever first occurs.  

The notice must set forth, as to each person whom the shareholder proposes to nominate for election as a director, all information relating to such person that is required to be disclosed in connection with solicitations of proxies for election of directors pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder.

The notice must set forth, as to the shareholder giving the notice (i) the name and address of such shareholder as they appear on the Fund’s books and of the beneficial owner, if any, on whose behalf the nomination is made, (ii) the class or series and number of shares of capital stock of the Fund which are owned beneficially or of record by such shareholder and such beneficial owner, (iii) a description of all arrangements or understandings between such shareholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such shareholder, (iv) a representation that such shareholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (v) any other information relating to such shareholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Regulation 14A of the Exchange Act and the rules and regulations promulgated thereunder.  

The notice must be accompanied by a written consent of each proposed nominee to be named as a nominee and to serve as a director if elected.  

The shareholder making the nomination must be a shareholder of record on the date of the giving of the notice and on the record date for the determination of shareholders entitled to vote at the shareholder meeting.

No adjournment or postponement of a meeting of shareholders shall commence a new period for the giving of notice of a shareholder nomination.

Governance

Fact Sheet

RP/APS Fact Sheet