Organization
There shall be a Nominating Committee of the Board of Trustees or Directors which shall be composed solely of trustees or directors ("Trustees") of the Fund who are not interested persons of the Fund.

Members
The Board will appoint not less than two Trustees as members of the Committee.

Statement of Principle
The Nominating Committee has responsibility for identifying and recommending to the Board potential candidates for nomination as a trustee.

Duties and Responsibilities
The Nominating Committee shall have the following duties and responsibilities in addition to any others that may be assigned by the Board:

• Identify, interview and recruit candidates for vacancies arising on the Board.
• Review potential trustees' qualifications, skills, qualities and other relevant factors.
• Present to the Board in connection with each meeting of shareholders at which Trustees are to be elected a list of individuals recommended for nomination for election to the Board.
• Review and assess the adequacy of this Charter annually and recommend any proposed changes to the Board.

Chairperson
The Board will appoint a member as Chair of the Committee. In the event of the Chairperson's absence, the Committee may select another member as Chairperson.

Meetings
The Committee will determine the date, time and place for its meetings. The Committee may meet on written or oral notice from the Chairperson. Any member of the Committee may also call a special meeting of the Committee by written request and invite other committee members to attend. The Committee may establish such procedures for the conduct of its business as it deems appropriate. All decisions will be by majority vote. In the event of a tie, the Chairperson will have the casting vote.

Quorum
A majority, but not fewer than two, of the members of the Committee constitute a quorum for the transaction of business.

Decisions
The Committee will report its recommendations and decisions to the Board at the Board's next regular meeting.

Secretary and Minutes
The Chairperson of the Committee will appoint a person to act as Secretary of the Committee. The minutes of the Committee meetings will be in writing and duly entered in the books of the Fund.