GOVERNANCE COMMITTEE CHARTER
Governance Committee Membership
The Governance Committee (the “Committee”) of each Fund shall be composed entirelyof Directors/Trustees who are not “interested persons” as that term is defined in the Investment
Company Act of 1940 (the “1940 Act”) (the “Independent Directors”) and may be comprised of
one or more such Independent Directors.
Board Nominations and Functions
1.

The Committee shall make nominations for Independent Director membership on theBoards of Directors/Trustees (the “Board”). The Committee shall evaluate candidates’
qualifications for Board membership, and their independence from the Fund’sinvestment adviser and other principal service providers. Persons selected must not be“interested persons” of the Fund. The Committee shall also consider the effect of any
relationship beyond those delineated in the 1940 Act that might impair independence,such as business, financial or family relationships with the investment adviser or itsaffiliates. In determining nominees’ qualifications for Board membership, the Committee
may consider such other factors as it may determine to be relevant to fulfilling the roleof being a member of the Board, including whether nominees would qualify for service
on a Fund’s audit committee under the rules of the New York Stock Exchange or otherapplicable securities exchange.

2.

The President and other officers of the Fund may recommend candidates for the Board.
The Committee shall give candidates recommended by the President and other officersof the Fund the same consideration as any other candidate.

3.

The Committee may establish procedures for the consideration of shareholder nominees.

4.

The Committee shall periodically review the composition of the Board to determine
whether it may be appropriate to add individuals with different backgrounds or skills fromthose already on the Board.

5.

The Committee shall periodically review Director compensation and shall recommend
any appropriate changes to the Board as a group.

Committee Nominations and Functions
1.

The Committee shall make nominations for membership on all committees of the Fundand shall review Board committee assignments as necessary.

2.

The Committee shall review as necessary the responsibilities of any committee of theBoard, whether there is a continuing need for each committee, whether there is a needfor additional committees, and whether committees should be combined or reorganized.
1The Committee shall make recommendations for any such action to the full Board.
Other Powers and Responsibilities
1.

The Committee shall normally meet on an annual basis prior to the first, second andfourth quarterly meetings of the full Board and is empowered to hold special meetings
as circumstances require.

2.

The Committee shall have the resources and authority appropriate to discharge its
responsibilities, including authority to utilize Independent Director or Fund counsel andto retain other experts at the expense of the Fund.

3.

The Committee shall perform other duties as assigned by the Board.

4.

The Committee shall review this Charter at least annually and recommend any changes
to the full Board.

As adopted: May 22, 20242