Form N2 (United States Securities And Exchange Commission) Page 25

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Instruction
When an individual holds the same position(s) with two or more registered investment companies that are part of the same fund complex,
identify the fund complex and provide the number of registered investment companies for which the position(s) are held rather than
listing each registered investment company separately.
3. Describe briefly any arrangement or understanding between any director or officer and any other person(s) (naming the person(s))
pursuant to which he was selected as a director or officer.
Instruction
Do not include arrangements or understandings with directors or officers acting solely in their capacities as such.
4. For each non-resident director or officer of the Registrant listed in column (1) of the table required by paragraph 1, disclose
whether he has authorized an agent in the United States to receive notice and, if so, disclose the name and address of the agent.
5. (a) Briefly describe the leadership structure of the Registrant’s board, including whether the chairman of the board is an interested
person of the Registrant, as defined in section 2(a)(19) of the 1940 Act (15 U.S.C. 80a-2(a)(19)). If the chairman of the board
is an interested person of the Registrant, disclose whether the Registrant has a lead independent director and what specific role
the lead independent director plays in the leadership of the Registrant. This disclosure should indicate why the Registrant has
determined that its leadership structure is appropriate given the specific characteristics or circumstances of the Registrant. In
addition, disclose the extent of the board’s role in the risk oversight of the Registrant, such as how the board administers its
oversight function, and the effect that this has on the board’s leadership structure.
(b) Identify the standing committees of the Registrant’s board of directors, and provide the following information about each committee:
(1) Aconcise statement of the functions of the committee;
(2) The members of the committee;
(3) The number of committee meetings held during the last fiscal year; and
(4) If the committee is a nominating or similar committee, state whether the committee will consider nominees recommended
by security holders and, if so, describe the procedures to be followed by security holders in submitting recommendations.
6. (a) Unless disclosed in the table required by paragraph 1 of this Item 18, describe any positions, including as an officer, employee,
director, or general partner, held by any director who is not an interested person of the Registrant, as defined in Section 2(a)(19)
of the 1940 Act (15 U.S.C. 80a-2(a)(19)) and the rules thereunder, or immediate family member of the director, during the two
most recently completed calendar years with:
(1) The Registrant;
(2) An investment company, or a person that would be an investment company but for the exclusions provided by sections
3(c)(1) and 3(c)(7) of the 1940 Act (15 U.S.C. 80a-3(c)(1) and (c)(7)), having the same investment adviser or principal
underwriter as the Registrant or having an investment adviser or principal underwriter that directly or indirectly controls,
is controlled by, or is under common control with an investment adviser or principal underwriter of the Registrant;
(3) An investment adviser, principal underwriter, or affiliated person of the Registrant; or
(4) Any person directly or indirectly controlling, controlled by, or under common control with an investment adviser or
principal underwriter of the Registrant.
(b) Unless disclosed in the table required by paragraph 1 of this Item 18 or in response to paragraph 6(a) of this Item 18, indicate
any directorships held during the past five years by each director in any company with a class of securities registered pursuant
to section 12 of the Exchange Act (15 U.S.C. 781) or subject to the requirements of section 15(d) of the Exchange Act (15
U.S.C. 78o(d)) or any company registered as an investment company under the 1940 Act, and name the companies in which
the directorships were held.
Instruction
When an individual holds the same position(s) with two or more portfolios that are part of the same fund complex, identify the fund
complex and provide the number of portfolios for which the position(s) are held rather than listing each portfolio separately.
7. For each director, state the dollar range of equity securities beneficially owned by the director as required by the following table:
(i) In the Registrant; and
(ii) On an aggregate basis, in any registered investment companies overseen by the director within the same family of investment
companies as the Registrant.
(1)
(2)
(3)
Name of
Dollar Range of
Aggregate Dollar Range of Equity
Director
Equity Securities in
Securities in All Registered
the Registrant
Investment Companies Overseen by
Director in Family of Investment Companies
22
SEC 1716 (4/15)

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