Please provide the following information for each independent audit committee member identified in the chart above.
Alternatively, a reference to the location of the disclosure in the Issuer’s public U.S. Securities and Exchange
Commission (“SEC”) filings can be provided.
Share ownership in the Issuer.
Brief description of any direct or indirect consulting, advisory, or other compensatory fee arrangement with
the Issuer or any of its subsidiaries as specified in Rule 10A-3(b)(1)(iii)(A).
Indication of whether the audit committee member is an “interested person” of the Issuer as specified in Rule
INSTRUCTIONS: Issuers listed on the New York Stock Exchange (the “Exchange”) must comply with the corporate
governance requirements set forth in Section 303A of the Manual. In response to each item below, please check the
box beside the single affirmation that is most applicable to the Issuer. Please note that, depending on the affirmation
made, an item may require the Issuer to provide additional information or a link to the applicable document
referenced therein. Please also note that specific types of entities may avail themselves of exemptions to or transition
periods for compliance with certain of the requirements. If the Issuer is availing itself of any of these exemptions or
transition periods, it should select the corresponding affirmation for the applicable item.
1. Audit Committee: Section 303A.06 and 303A.07(a) of the Manual
For closed-end management investment companies only: I hereby certify that (i) the Issuer has an audit
committee that meets the requirements of Section 303A.07 of the Manual and that the composition of such
audit committee complies with (or is exempt therefrom) the independence requirements of Rule 10A-3(b)(1) of
the Exchange Act and (ii) such audit committee has a written charter that meets the requirements of Section
303A.07 of the Manual.
The Issuer is unable to make the affirmation set forth in this Item 1 and is therefore non-compliant for the