Sub-Item 77Q1: Exhibit A
NOMINATING AND ADMINISTRATION COMMITTEE CHARTER
Nominating and Administration Committee Membership
The Nominating and Administration Committee shall be composed entirely of
independent directors.
Board Nominations and Functions
1. The Committee shall make nominations for independent director
membership on the Board of Directors. The Committee shall evaluate
candidates' qualifications for Board membership and their independence
from the Funds' investment adviser and other principal service providers.
Persons selected must be independent in terms of both the letter and the
spirit of the Investment Company Act of 1940. The Committee shall also
consider the effect of any relationships beyond those delineated in the
1940 Act that might impair independence, e.g., business, financial or
family relationships with managers or service providers. If members of
the Committee do not unanimously agree to nominate an incumbent
independent director for re-election to the Board of Directors, the
Committee shall submit the issue of nomination of such person for
re-election to the independent directors as a group.
2. The Committee shall periodically review Board governance procedures
and shall recommend any appropriate changes to the full Board of
Directors.
3. The Committee shall periodically review the composition of the Board
of Directors to determine whether it may be appropriate to add
individuals with different backgrounds or skill sets from those already
on the Board.
4. The Committee shall periodically review director compensation and
shall recommend any appropriate changes to the independent directors
as a group.
Committee Nominations and Functions
1. The Committee shall make nominations for membership on all
committees and shall review committee assignments at least annually.
2. The Committee shall review as necessary the responsibilities of any
committees of the Board, whether there is a continuing need for each
committee, whether there is a need for additional committees of the
Board, and whether committees should be combined or reorganized.
The Committee shall make recommendations for any such action to the
full Board.
Other Powers and Responsibilities
1. The Committee shall monitor the performance of legal counsel employed
by the Funds and the independent directors, and shall be responsible for
the supervision of counsel for the independent directors.
2. The Committee shall have the resources and authority appropriate to
discharge its responsibilities, including authority to retain special
counsel and other experts or consultants at the expense of the
appropriate Fund(s).
3. The Committee shall review this Charter at least annually and
recommend any changes to the full Board of Directors.
AUDIT COMMITTEE CHARTER
1. The Audit Committee shall be composed entirely of independent
directors.
2. The purposes of the Audit Committee are:
(a) to oversee the Funds' accounting and financial reporting
policies and practices, its internal controls and, as appropriate, the
internal controls of certain service providers;
(b) to oversee the quality and objectivity of the Funds' financial
statements and the independent audit thereof; and
(c) to act as a liaison between the Funds' independent auditors and the
full Board of Directors.
The function of the Audit Committee is oversight; it is management's
responsibility to maintain appropriate systems for accounting and
internal control, and the auditor's responsibility to plan and carry
out a proper audit.
3. To carry out its purposes, the Audit Committee shall have the
following duties and powers:
(a) to recommend the selection, retention or termination of auditors
and, in connection therewith, to evaluate the independence of the
auditors, including whether the auditors provide any consulting
services to the manager, and to receive the auditors' specific
representations as to their independence;
(b) to meet with the Funds' independent auditors, including private meetings,
as necessary (i) to review the arrangements for and scope of the annual
audit and any special audits; (ii) to discuss any matters of concern
relating to the Funds' financial statements, including any adjustments to
such statements recommended by the auditors, or other results of said
audit(s); (iii) to consider the auditors' comments with respect to the
Funds' financial policies, procedures and internal accounting controls and
management's responses thereto; and (iv) to review the form of opinion the
auditors propose to render to the Board and shareholders;
(c) to consider the effect upon the Funds of any changes in accounting
principles or practices proposed by management or the auditors;
(d) to review the fees charged by the auditors for audit and non-audit
services;
(e) to investigate improprieties or suspected improprieties in fund
operations; and
(f) to report its activities to the full Board on a regular basis and to
make such recommendations with respect to the above and other matters as
the Committee may deem necessary or appropriate.
4. The Committee shall meet on a regular basis and is empowered to hold
special meetings as circumstances require.
5. The Committee shall regularly meet with the Treasurer of the Funds.
6. The Committee shall have the resources and authority appropriate to
discharge its responsibilities, including the authority to retain special
counsel and other experts or consultants at the expense of the appropriate
Fund(s).
7. The Committee shall review this Charter at least annually and recommend
any changes to the full Board of Directors.
