Certification Form – Audit Committee Requirements



2014 Corporate Governance Certification

Closed-End Registered Management Investment Companies

Completed Certifications must be submitted by June 30, 2014, or within 30 days of your annual meeting, whichever is later.

This Certification must be completed without modifications or changes.

Company Name:

Symbol: ____

I hereby certify on behalf of (the “Closed-End Fund”) that the Closed-End Fund complies and will continue to comply with the NYSE MKT LLC (“NYSE MKT”) corporate governance requirements pursuant to the NYSE MKT Company Guide as applicable to closed-end registered management investment companies, as specified below.

If you wish to certify for multiple closed-end funds for which you are the investment advisor, check this box and attach the names of the funds covered by this certification.

Audit Committee Composition Requirements

The Closed-End Fund has, and will continue to have, an Audit Committee that consists of at least three members, each of whom: (1) satisfies the requisite independence standards specified in Section 803A of the Company Guide (if applicable) and Rule 10A-3 under the Securities Exchange Act of 1934 (subject to any applicable exceptions and cure periods); and (2) is able to read and understand fundamental financial statements, including a company’s balance sheet, income statement, and cash flow statement, as required by Section 803B(2)(a)(iii) of the Company Guide.

Audit Committee Charter Requirements

The Closed-End Fund has adopted a formal written Audit Committee charter conforming to the requirements of Section 803B(1) of the Company Guide, and the Audit Committee will review and assess the adequacy of the charter on an annual basis.

Audit Committee Responsibilities

The Closed-End Fund’s Audit Committee has the specific audit committee responsibilities, authority and procedures necessary to comply with Rule 10A-3 under the Securities Exchange Act of 1934 (subject to any applicable exemptions) and as specified in Section 803B(4) of the Company Guide.

Notification Requirements

I hereby acknowledge that, in accordance with Section 801 of the Company Guide, the Closed-End Fund must provide prompt notification to the NYSE MKT after an executive officer of the Closed-End Fund becomes aware of any material non-compliance by the Issuer with the applicable requirements specified or referenced in Part 8 of the Company Guide. Any such notification should be provided to the Issuer’s designated Corporate Governance Analyst or to the Corporate Governance Department. See below for contact information.

A duly authorized representative of the Closed-End Fund must sign this Certification.

Signature:

Print Name:

Title:

Fund Advisor’s Name:

Date:

Please return this form to:

corporategovernance@

Or mail to:

NYSE MKT LLC

Corporate Governance Department

20 Broad Street, 23rd floor

New York, NY 10005

Questions regarding completion of this certification form or the corporate governance requirements generally should be directed to the Corporate Governance Department at 212-656-4542; or to Sarena Cirabisi at 212-656-4439, Rosanne Caggiano at 212-656-5829, and Charles Weidmuller at 212-656-5504.

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NYSE MKT LLC

20 Broad Street, 23th Floor

New York, NY 10005

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