In identifying and evaluating a person as a potential nominee to serve as an Independent Director of the Fund, the Committee should consider among other factors it may deem relevant:
| - | the contribution which the person can make to the Board, with consideration being given to the person’s business and professional experience, education and such other factors as the Committee may consider relevant; |
| - | the character and integrity of the person; |
| - | whether or not the person is an “interested person” as defined in the 1940 Act and whether the person is otherwise qualified under applicable laws and regulations to serve as a Director or Independent Director of the Fund; |
| - | whether or not the person has any relationships that might impair his independence, such as any business, financial or family relationships with Fund management, the investment adviser of the Fund, Fund service providers or their affiliates; |
| - | whether or not the person is financially literate pursuant to the applicable Exchange’s audit committee membership standards; |
| - | whether or not the person serves on boards of, or is otherwise affiliated with, competing financial service organizations or their related investment company complexes; |
| - | whether or not the person is willing to serve as, and willing and able to commit the time necessary for the performance of the duties of a Director of the Fund; |
| - | whether or not the selection and nomination of the person would be consistent with the requirements of the Fund’s retirement policies. |
While the Committee is solely responsible for the selection and nomination of the Fund’s Independent Directors, the Committee shall review and consider nominations for the office of Director made by management and by Fund stockholders as it deems appropriate. Stockholders who wish to recommend a nominee should send nominations to the Secretary of the Fund which include biographical information and set forth the qualifications of the proposed nominee.
