AUDIT COMMITTEE CHARTER
Requirements for Membership: The Audit Committee shall consist of at least
three Directors/Trustees, each of whom has no relationship to the Fund or its
management that may interfere with the exercise of their independence frommanagement and the Fund (“Independent”). The restrictions contained in Attachment
A to this Charter with respect to the definition of Independent shall apply to every
Audit Committee member. Each member of the Audit Committee must also meet theindependence requirements of audit committee members, as currently set forth in
Section 303A.01 of the New York Stock Exchange’s listing standards. In the event an
Audit Committee member simultaneously serves on the audit committees of morethan three public companies, the Boards of Directors/Trustees must determine thatsuch simultaneous service would not impair the ability of such member to effectively
serve on the Fund’s Audit Committee.
1.

The Boards of Directors/Trustees for each Fund will determine annually whether
there is at least one member of the Audit Committee who is an audit committee
financial expert as defined in Item 3 of Form N-CSR. Each member of the Audit
Committee shall be financially literate as such qualification is interpreted by the
Boards of Directors/Trustees in their business judgment, or must become financiallyliterate within a reasonable period of time after appointment to the Audit Committee.
At least one member of the Audit Committee must have accounting or related financial
management expertise as such qualification is interpreted by the Boards of
Directors/Trustees in its business judgment.
2.

Purposes: The purposes of the Audit Committee are:a.

oversight of the Fund’s accounting and financial reporting policies andpractices, its internal control over financial reporting and, as appropriate,
to inquire into the internal control over financial reporting of certain
third-party service providers;b.

oversight of the quality and integrity of the Fund’s financial statements
and the independent audit thereof;c.

oversight, or, as appropriate, assist the Boards of Directors/Trustees withoversight of, the Fund’s compliance with legal and regulatory
requirements that relate to the Fund’s accounting and financial
reporting, internal control over financial reporting and independent
audits;d.

responsibility for the appointment, compensation, retention andoversight of the work of any registered public accounting firm engaged(including resolution of disagreements between management and theauditor regarding financial reporting) for the purpose of preparing orissuing an audit report or performing other audit, review or attest
services for the Fund;e.

maintenance of a liaison between the independent auditors and theBoards of Directors/Trustees;f.

establishment of procedures for the receipt, retention and treatment ofcomplaints regarding accounting, internal accounting controls or
auditing matters, including procedures for the confidential, anonymous
submission by employees of the Fund, its investment adviser,administrator, principal underwriter (if any), or any other provider ofaccounting related services for the Fund of concerns regarding
questionable accounting or auditing matters (see Attachment B); andg.

preparation of an Audit Committee report as required by Item 306 ofRegulation S-K to be included in proxy statements relating to theelection of Directors/Trustees.

The independent auditors for the Fund shall report directly to the Audit
Committee and the Audit Committee shall regularly report to the Boards of
Directors/Trustees.
3.

Duties and Powers: The duties and powers of the Audit Committee are:a.

to approve prior to appointment the engagement of auditors to annually
prepare and issue an audit report or related work or perform other audit,
review or attest services for the Fund and to review and evaluate matterspotentially affecting the independence and capabilities of the auditors.
In evaluating the auditor’s qualifications, performance andindependence, the Audit Committee must, among other things, obtainand review a report by the auditor, at least annually, describing thefollowing items:(i)all relationships between the independent auditor and the Fund,as well as the Fund’s investment adviser or any control affiliate of
the adviser that provides ongoing services to the Fund;(ii)

any material issues raised by the most recent internal quality
control review, or peer review, of the audit firm, or by any inquiry
or investigation by governmental or professional authorities,
within the preceding five years, respecting one or more
independent audits carried out by the firm, and any steps taken to
deal with such issues; and(iii)

the audit firm’s internal quality-control procedures.

b.

to approve prior to appointment the engagement of the auditor toprovide non-audit services to the Fund, its investment adviser or any
entity controlling, controlled by, or under common control with theinvestment adviser (“Adviser Affiliate”) that provides ongoing services to
the Fund, if the engagement relates directly to the operations andfinancial reporting of the Fund;c.

to develop, to the extent deemed appropriate by the Audit Committee,
policies and procedures for pre-approval of the engagement of theFund’s auditors to provide any of the services described in (a) or (b)above;

d.

to consider the controls applied to the auditors and any measures taken
by management in an effort to assure that all items requiring preapproval by the Audit Committee are identified and referred to the Audit
Committee in a timely fashion;e.

to consider whether the non-audit services provided by the Fund’s
auditor to the Fund’s investment adviser or any Adviser Affiliate thatprovides ongoing services to the Fund, which services were not preapproved by the Audit Committee, are compatible with maintaining theauditor’s independence; however, the auditor should have all audit andnon-audit services for the Fund pre-approved by the Audit Committee
before performing such services;(v) to oversee the independent auditors, using meetings with theauditors, including private meetings, as desired by the Audit Committeeor the auditors: (i) to review the plan for and the scope of the annual
audit and any special audits; (ii) to discuss any matters of concern
relating to the financial statements, including any adjustment to thestatements recommended by the auditors, or other matters arising fromthe audit; (iii) to consider the auditors’ comments with respect toaccounting and financial reporting policies, procedures, and internal
control over financial reporting (including the Fund’s critical accounting
policies and practices), and to consider management’s responses to thecomments; (iv) to the extent that Audit Committee deems necessary or
appropriate, to promote improvements in the quality of the Fund’s
accounting and financial reporting; to consider any reports of difficulties
that may have arisen in the course of the audit, including any limitations
on the scope of the audit, and management’s response thereto; (v) toresolve disagreements between management and the auditors regarding
financial reporting; (vii) to review and approve the fees proposed to be
charged to the Fund by the auditors for each audit and non-audit service;and (viii) to review the form of opinion the auditors propose to submit to
the Boards of Directors/Trustees and the shareholders;f.

to discuss with management and the independent auditor the Fund’sannual audited financial statements and other periodic financial
statements, including, as applicable to a Fund that is publicly traded on
an Exchange, the Fund’s disclosures under “Management’s Discussion ofFund Performance”;

g.

inquire of management and the independent auditor regarding any
unresolved Securities and Exchange Commission (“SEC”) staff commentson the Fund’s SEC reports, including, in particular, any accounting or
disclosure comments;h.

to receive at least annually a report from the independent auditor within
90 days prior to the filing of the auditor’s report (or receive an updated
report within such 90 day period, if the auditor’s annual report ispresented to the Audit Committee more than 90 days prior to the filing of
the auditor’s report) which includes the following: (i) all criticalaccounting policies and practices used by the Fund, (ii) all material
alternative accounting treatments within GAAP that have been discussedwith management, including the ramifications of the use of thealternative treatments and the treatment preferred by the accounting
firm, (iii) other material written communications between the
independent auditor and the management of the Fund, (iv) a descriptionof all non-audit services provided, including fees associated with theservices, to the Fund complex that were not subject to the pre-approvalrequirements as discussed above, and (v) all required communications
by the Public Company Accounting Oversight Board (“PCAOB”);i.

to consider the effect of any changes in accounting principles or practices
proposed by management or the auditors;j.

to review security valuation procedures employed with respect to any
asset or class of asset for which there is not a readily determinable
market value;k.

to review and discuss with management, including any officers certifying
the Fund’s Form N-CSR, the Fund’s audited financial statements as wellas any officer’s certifications and reports to be filed with the Securities
and Exchange Commission on behalf of the Fund; to offer guidance withrespect to such audited financial statements, certifications and reports;
and to determine whether to recommend that the financial statements
be included in the annual report;l.

to discuss all disclosures made by the Fund’s officers certifying the Fund’s
Form N-CSR to the Audit Committee, based on such officer’s mostrecent evaluation as to (i) all significant deficiencies in the design or
operation of internal control over financial reporting which could
adversely affect the Fund’s ability to record, process, summarize andreport financial data, and (ii) any fraud, whether or not material, thatinvolves management or other employees who have significant roles in
the Fund’s internal control over financial reporting;m.

to investigate or initiate an investigation of reports of any improprieties
or suspected improprieties in Fund activities relating to accounting,financial reporting or internal controls over financial reporting;n.

to discuss generally the Fund’s earnings press releases, if any, as well as
any financial information and earnings guidance provided to analysts andrating agencies (if any), e.g., the types of information to be disclosed andthe type of presentation to be made;o.

to review in a general manner, but not as an Audit Committee to assume
responsibility for, the Fund’s processes with respect to risk assessment
and risk management;p.

to set clear policies relating to the hiring by entities within the Fund’sinvestment company complex of employees or former employees of the
independent auditors;q.

to report on its activities to the Boards of Directors/Trustees on a regularbasis and to make any recommendations deemed necessary or
appropriate; andr.

to perform such other functions and to have such powers as may benecessary or appropriate in the efficient and lawful discharge of thepowers provided in this Charter.

The Audit Committee shall have the resources and authority appropriate todischarge its responsibilities, including appropriate funding, as determined by the
Audit Committee, for payment of compensation to the auditors for the purpose of
preparing or issuing an audit report or performing other audit, review or attest
services for the Fund, the authority to retain and compensate special counsel andother experts or consultants as the Audit Committee deems necessary, the authority
to obtain specialized training for Audit Committee members, at the expense of theFund or series, as appropriate, and for ordinary administrative expenses of the Audit
Committee that are necessary and appropriate to carry out the Audit Committee’s
duties.

The Audit Committee may delegate any portion of its authority, including theauthority to grant pre-approvals of audit and permitted non-audit services, to a
subcommittee of one or more members. Any decisions of the subcommittee to grant
pre-approval shall be presented to the full Audit Committee at its next regularlyscheduled meeting.
Role of the Audit Committee: The function of the Audit Committee is oversight;
it is management’s responsibility to maintain appropriate systems for accounting andinternal control over financial reporting, and the auditor’s responsibility to plan andcarry out a proper audit. Specifically, Fund’s management is responsible for: (1) the
preparation, presentation and integrity of the Fund’s financial statements; (2) themaintenance of appropriate accounting and financial reporting principles and policies;and (3) the maintenance of internal control over financial reporting and otherprocedures designed to assure compliance with accounting standards and related
laws and regulations. The independent auditors are responsible for planning andcarrying out an audit consistent with applicable legal and professional standards andthe terms of their engagement letter. Nothing in this Charter shall be construed toreduce the responsibilities or liabilities of the Fund’s service providers, including theauditors.
4.

Although the Audit Committee is expected to take a detached and questioning
approach to the matters that come before it, the review of a Fund’s financial
statements by the Audit Committee is not an audit, nor does the Audit Committee’s
review substitute for the responsibilities of the Fund’s management for preparing, or
the independent auditors for auditing, the financial statements. Members of the Audit
Committee are not full-time employees of the Fund and, in serving on this Audit
Committee, are not, and do not hold themselves out to be, acting as accountants or
auditors. As such, it is not the duty or responsibility of the Audit Committee or its
members to conduct “field work” or other types of auditing or accounting reviews orprocedures.
In discharging their duties, the members of the Audit Committee are entitled torely on information, opinions, reports, or statements, including financial statements
and other financial data, if prepared or presented by: (1) one or more officers of theFund whom the Directors/Trustees reasonably believe to be reliable and competentin the matters presented; (2) legal counsel, public accountants, or other persons as tomatters the Director/Trustee reasonably believes are within the person’s professionalor expert competence; or (3) a Board committee of which the Director/Trustee is not amember.

5.

Operations of the Audit Committee:a.

the Audit Committee shall meet on a regular basis and may hold special
meetings, as desired. Such meetings shall include, at least annually,meetings in separate executive sessions with management and with theindependent auditors, as appropriate. The chair or a majority of themembers shall be authorized to call a meeting of the Audit Committee
and send notice thereof.

b.

the Audit Committee shall ordinarily meet in person; however, members
may attend telephonically, and the Audit Committee may act by writtenconsent, to the extent permitted by law and by the Fund’s By-Laws.

c.

the Audit Committee shall have the authority to meet privately and toadmit non-members individually by invitation. The Audit Committee
shall hold regular meetings with management, independent auditors andwith personnel responsible for the internal audit function, as
appropriate.

d.

the Audit Committee shall prepare and retain minutes of its meetings
and appropriate documentation of decisions made outside of meetings
by delegated authority and provide copies thereof to the Board within areasonable period of time following each meeting.

e.

the Audit Committee may select one of its members to be the chair andmay select a vice chair.

f.

a majority of the members of the Audit Committee shall constitute a
quorum for the transaction of business at any meeting of the Audit
Committee. The action of a majority of the members of the Audit
Committee present at a meeting at which a quorum is present shall be
the action of the Audit Committee.

g.

the Audit Committee has the authority to retain independent counsel
and other advisors as it deems appropriate to discharge its
responsibilities.

h.

the Audit Committee has the authority to request that the Fund provide
adequate funding for the Audit Committee.

i.

the Audit Committee shall review and assess the adequacy of thisCharter on at least an annual basis.

j.

the Audit Committee shall evaluate its performance at least annually.

Qualified Legal Compliance Committee

The Audit Committee shall also serve as the Qualified Legal Compliance
Committee (“QLCC”) for the Fund for the purpose of compliance with Rules 205.2(k)and 205.3(c) of the Code of Federal Regulations, regarding alternative reporting
procedures for attorneys retained or employed by an issuer who appear and practice
before the SEC on behalf of the issuer (the “issuer attorney”). An issuer attorney who
becomes aware of evidence of a material violation by the Fund or by any officer,
director, employee, or agent of the Fund, as an alternative to the reporting
requirements of Rule 205.3(b), under Rule 205.3(c), may report evidence of suchmaterial violation to the QLCC.
Upon receipt of such a report, the QLCC shall have the duty and responsibility:(i)

to inform the Fund’s chief legal officer and chief executive officer of suchreport, unless the reporting attorney reasonably believes that it would
be futile to report evidence of a material violation to the issuer’s chief
legal officer and chief executive officer.

(ii)

to determine whether an investigation is necessary regarding suchreport and, if it determines an investigation is necessary or appropriate,
to notify the Board; initiate an investigation, which may be conducted
either by the chief legal officer or by outside attorneys; and retain such
additional expert personnel as the QLCC deems necessary.

(iii)

at the conclusion of any such investigation, to recommend, by majority
vote, that the Fund implement an appropriate response to evidence of amaterial violation, and inform the chief legal officer and the chief
executive officer and the Board of the results of any such investigationand the appropriate remedial measures to be adopted.

The QLCC shall have the authority and responsibility, acting by majority vote, totake all other appropriate action, including the authority to notify the SEC in the eventthat the Fund fails in any material respect to implement an appropriate response that
the QLCC has recommended.

ATTACHMENT A
AUDIT COMMITTEE CHARTER DEFINITIONS
Independent:
In addition to the definition of Independent provided in the
text of the Charter, the following restrictions shall apply to every Audit
Committee member:(1).

Employees. A Director/Trustee who is an employee (including nonemployee executive officers) of the Fund may not serve on the Audit
Committee until two years following the termination of his or her
employment. In the event the employment relationship is with a former
parent or predecessor of the Fund, the Director/Trustee could serve on
the Audit Committee after two years following the termination of therelationship between the Fund and the former parent or predecessor.

(2).

Business Relationship. A Director/Trustee (i) who is a partner, controllingshareholder, or executive officer of an organization that has a business
relationship with the Fund, or(ii) who has a direct business relationship with the Fund (e.g., aconsultant) may serve on the Audit Committee only if the Fund’s Boardsof Directors/Trustees determines in its business judgment that therelationship does not interfere with the Director/Trustee’s exercise of
independent judgment. In making a determination regarding theindependence of a Director/Trustee pursuant to this paragraph, theBoards of Directors/Trustees should consider, among other things, themateriality of the relationship to the Fund, to the Director/Trustee, and, if
applicable, to the organization with which the Director/Trustee isaffiliated.
“Business Relationships” can include commercial, industrial, banking,consulting, legal, accounting and other relationships. A Director/Trustee
can have this relationship directly with the Fund, or the Director/Trustee
can be a partner, officer or employee of an organization that has such a
relationship. The Director/Trustee may serve on the Audit Committee
without the above-referenced Boards of Directors/Trustees’
determination after two years following the termination of, asapplicable, either (1) the relationship between the organization withwhich the Director/Trustee is affiliated and the Fund; (2) the relationshipbetween the Director/Trustee and his or her partnership status,
shareholder interest or executive officer position; or (3) the directbusiness relationship between the Director/Trustee and the Fund.

(3).

Cross Compensation Committee Link. A Director/Trustee who is
employed as an executive of another corporation where any of theFund’s executives serves on that corporation’s compensation committee
may not serve on the Audit Committee.

(4).

Immediate Family. A Director/Trustee who is an Immediate Family
member of an individual who is an executive officer of the Fund or any of
its affiliates cannot serve on the Audit Committee until two years
following the termination of such employment relationship.
“Immediate Family” includes a person’s spouse, parents, children,
siblings, mothers-in- law and fathers-in-law, sons and daughters-in-law,brothers and sisters-in-law, and anyone (other than employees) who
shares such person’s home.

(5).

Compensation. The Audit Committee member may not, other than in his
or her capacity as a member of the Audit Committee, the Boards of
Directors/Trustees or any other Board committee: (i) accept directly or
indirectly any consulting, advisory or other compensatory fee from theFund or an affiliate of the Fund; or (ii) be an “interested person” of theFund as defined in Section 2(a)(19) of the Investment Company Act of1940 (the “1940 Act).

ATTACHMENT B
PROCEDURES FOR THE REPORTING OF CONCERNS REGARDINGACCOUNTING, INTERNAL ACCOUNTING CONTROLS OR AUDITING MATTERS FORREGISTERED INVESTMENT COMPANIES ADVISED BYBROOKFIELD PUBLIC SECURITIES GROUP LLC
Section 301 of the Sarbanes-Oxley Act of 2002 (the “Act”) requires national
securities exchanges to adopt listing standards requiring that audit committees of theBoards of Directors/Trustees of exchange-listed public companies establish
procedures for: (i) the receipt, retention and treatment of complaints received by theissuer regarding accounting, internal accounting controls, or auditing matters(“Accounting Concerns”); and (ii) the confidential, anonymous submission by
employees of the issuer of concerns regarding questionable accounting or auditing
matters.
The New York Stock Exchange (the “NYSE”) has listing standards that require
each listed company to comply with the above requirements of the Act. In addition,
the NYSE listing standards acknowledge that registered investment companies do nottechnically have employees. Therefore, the listing standards require that NYSE-listed
registered investment companies provide for the confidential, anonymous submissionof questionable accounting or auditing matters by employees of (1) the registeredinvestment company, (2) the investment adviser, (3) the administrator, (4) the
principal underwriter, and(5) any other provider of accounting related services for the registered investmentcompany (each an “Interested Party” and collectively, the “Interested Parties”).
These procedures (the “Procedures”) outline the requirements and the process
for complying with Section 301 of the Act and NYSE listing standards by the registeredinvestment companies (each a “Fund” and collectively, the “Funds”) advised and/or
administered by Brookfield Public Securities Group LLC (“PSG”). These Procedures havebeen adopted by the audit committee of each Fund (the “Audit Committee”) to ensurecompliance with Section 301 of the Act and NYSE requirements and are effective, as
amended, as of March 2004. These Procedures are hereby incorporated into andattached as Attachment B to the Audit Committee Charter of each Fund.
PROCEDURES:
I.

Scope of Matters Covered by These Procedures

These procedures relate to Accounting Concerns reported by Interested Parties
including, without limitation, the following:

Fraud, deliberate error or misrepresentation in the preparation,
evaluation, review or audit of any financial statement of the Fund;

II.



Fraud, deliberate error or misrepresentation in the recording andmaintaining of financial records of the Fund;

Deficiencies in or noncompliance with the Fund’s internal accounting
controls;Misrepresentation or false statements to or by a senior officer or
accountant regarding a matter contained in the financial records,
financial reports or audit reports of the Fund; andDeviation from full and fair reporting of the Fund’s financial condition.

Reporting of Accounting Concerns

An Interested Party may submit a good faith report of an Accounting Concern
to the Fund. A report may be submitted to PSG’s Chief Compliance Officer or to theFund’s Audit Committee (or the person designated by the Fund’s Audit Committee toreceive such a report on its behalf).
An Interested Party need not disclose his or her identity.
A.

Any Interested Party may confidentially and, if desired, anonymously
communicate in writing any Accounting Concerns to:
Brookfield Public Securities Group LLC
c/o Chief Compliance Officer
Brookfield Place
225 Liberty Street, 35th Floor
New York, NY 10281

B.

An Interested Party may also confidentially and, if desired, anonymously,
report any Accounting Concerns by sending the concern to the following
website: http://www.shareholder.com.

C.

An Interested Party may also confidentially and, if desired, anonymously,
report any Accounting Concerns to the Fund’s Audit Committee at:[Name of Fund]
Audit Committee
c/o Brookfield Public Securities Group LLC
Brookfield Place
225 Liberty Street, 35th Floor
New York, NY 10281

III.

Receipt and Retention of Accounting Concerns

The PSG Chief Compliance Officer may appoint an attorney to handle receipt
and investigation of an Accounting Concern (the “PSG Designee”). The PSG Chief
Compliance Officer and PSG Designee shall record all Accounting Concerns received ina log that shall include a summary of the reported concern and the date and timereceived. The PSG Designee shall retain the original mailings received in accordancewith the Fund’s document retention policy and advice of the PSG Chief Compliance
Officer.
IV.

Treatment and Handling of Accounting Concerns

A.

With respect to Accounting Concerns received in writing, the PSG Designee shallforward a copy of any communication (including information on the datereceived) to the PSG Chief Compliance Officer.

B.

With respect to Accounting Concerns reported via the PSG Compliance Hotline,
the Head of Compliance for PSG (or his/her designee) shall: (a) summarize allreports received; and (b) deliver contemporaneously such summary to the PSG
Chief Compliance Officer and the Fund’s Audit Committee Chair.

C.

The PSG Chief Compliance Officer or PSG Designee will maintain a log of
Accounting Concerns, tracking their receipt, investigation and resolution. The
PSG Chief Compliance Officer or PSG Designee shall take all reasonable steps toinvestigate reported Accounting Concerns in a timely manner. All reports andinvestigations will be kept confidential to the extent possible, consistent with
the need to conduct an adequate investigation. The PSG Chief Compliance
Officer or PSG Designee shall retain records relating to each Accounting
Concern received and the follow-up actions taken to investigate and respond toeach Accounting Concern in accordance with the Fund’s document retention
policy and advice of the PSG Chief Compliance Officer.

D.

The PSG Chief Compliance Officer or PSG Designee will take all reasonable steps
to investigate the Accounting Concern and will report his or her findings to the
Audit Committee at the next Audit Committee meeting. If, in the opinion of the
PSG Chief Compliance Officer and the PSG Designee, the matter requires
immediate attention, he or she will discuss the matter with the Chair of theFund’s Audit Committee.

E.

The PSG Designee will inform the PSG Chief Compliance Officer as appropriate of
the results of his or her investigation and actions deemed appropriate. The PSG
Chief Compliance Officer and PSG Designee shall consider whether retention ofoutside independent or expert advisors is necessary or advisable.

F.

The PSG Chief Compliance Officer or PSG Designee will provide a summary
report quarterly to the Fund’s Audit Committee on the reports received by him
or her and the results of the investigations. If investigations confirm that amaterial Accounting Concern has occurred, the Fund’s Audit Committee will be
informed promptly of this conclusion and the remedial measures being adopted.

V.

Handling of Accounting Concerns by Audit CommitteeA.

The Audit Committee shall be entitled to receive any information or updates it
may request from the PSG Chief Compliance Officer or the PSG Designee withrespect to any reported Accounting Concern.

B.

The Audit Committee shall review and take any action it deems appropriate inits judgment with respect to any Accounting Concern it is made aware of,including retention of any independent or expert advisors or meeting with
officers of the Fund or employees of PSG. Any review and evaluation of suchreport will include consideration of whether the matter(s) described in thereport pertain to an Accounting Concern, the merits of the report, and whether
further review and/or investigation is warranted. Any decision by the Audit
Committee to review or investigate any matter brought to its attention as aresult of these procedures will not in any way be, or be deemed to be, adetermination by the Audit Committee or the Fund that any actions or inactions
that are the subject of the report have, in fact, occurred or constitute an
Accounting Concern.

C.

At any time during a review and/or investigation of a report, the Chair of the
Audit Committee may notify the Fund’s chief executive officer, chief financial
officer, or the PSG Chief Compliance Officer of the receipt of a report and/or
the progress or results of any review and/or investigation of the report and will
provide such information as may be necessary to allow for appropriate
consideration by such parties of the Fund’s disclosure obligations, including
with regard to any required officer certifications.

D.

The Audit Committee hereby delegates to the Chair of the Audit Committee theauthority to receive and review any specific Accounting Concern on an
emergency basis. Any exercise of such authority by the Chair shall be reported
to the Audit Committee at its next regularly scheduled meeting.

VI.

Response to Reporting Interested Parties
The PSG Chief Compliance Officer or PSG Designee or other appropriate person
will, when possible or as appropriate: (i) acknowledge receipt of the Accounting
Concern to the reporting Interested Party, and (ii) provide a response to theInterested Party who has raised an Accounting Concern and identified
him/herself.

VII.

Non-Retaliation Policy
The Audit Committee also wants to ensure that any Interested Party wishing tosubmit a report of the type contemplated in the Procedures shall be free to do
so without fear of dismissal or retaliation.

VIII.

Amendments to the Procedures
The Audit Committee may amend the Procedures from time to time to maintaincompliance with Section 301 and the Act and the rules implemented there
under and NYSE listing standards.