Proxy Voting Considerations

In accordance with our fiduciary responsibility to the shareholders of the Fund, we pay particular attention to the following matters in exercising our proxy voting responsibilities.

Accountability.

Each company should have effective means in place to hold those entrusted with running a company’s business accountable for their actions. Management of a company should be accountable to its board of directors and the board should be accountable to shareholders.

Alignment of Management and Shareholder Interests.

We align the interests of management and the board of directors with the interests of the company’s shareholders. For example, we generally believe that compensation should be designed to reward management for doing a good job of creating value for the shareholders of the company.

Transparency.

Promotion of timely disclosure of important information about a company’s business operations and financial performance enables investors to evaluate the performance of the company and make informed decisions about the purchase and sale of a company’s securities.

Our voting inclination.

Since the above attributes are important considerations in portfolio selections we find that our proxy vote is generally in favor of management’s suggestion.