Approval of Management Agreement (continued)
(Unaudited)
Following an analysis and discussion of the foregoing, and the factors identified
below, the Board, including all of the Independent Trustees, approved the renewal of the Management Agreement.
Nature, extent and quality of services provided by the Investment Manager
The Board analyzed various reports and presentations it had received detailing the
services performed by the Investment Manager, as well as its history, expertise, resources and relative capabilities, and
the qualifications of its personnel.
The Board specifically considered the many developments during recent years concerning
the services provided by the Investment Manager. Among other things, the Board noted the organization and depth
of the equity and credit research departments. The Board further observed the enhancements to the investment risk management department’s processes, systems and oversight over the past several years. The Board also took into account
the broad scope of services provided by the Investment Manager to the Fund, including, among other services, investment,
risk and compliance oversight. The Board also took into account the information it received concerning the Investment Manager’s ability to attract and retain key portfolio management personnel and that it has sufficient resources to provide competitive
and adequate compensation to investment personnel.
In connection with the Board’s evaluation of the overall package of services provided by the Investment Manager, the Board also considered the nature, quality and range of administrative services provided
to the Fund by the Investment Manager, as well as the achievements in 2023 in the performance of administrative services, and
noted the various enhancements anticipated for 2024. In evaluating the quality of services provided under the Management
Agreement, the Board also took into account the organization and strength of the Fund’s and its service providers’ compliance programs. The Board also reviewed the financial condition of the Investment Manager and its affiliates and each entity’s ability to carry out its responsibilities under the Management Agreement and the Fund’s other service agreements.
In addition, the Board discussed the acceptability of the terms of the Management
Agreement, noting that no changes were proposed from the form of agreement previously approved. The Board also noted the
wide array of legal and compliance services provided to the Fund under the Management Agreement.
After reviewing these and related factors (including investment performance as discussed
below), the Board concluded, within the context of their overall conclusions, that the nature, extent and quality
of the services provided to the Fund under the Management Agreement supported the continuation of the Management Agreement.
The Board carefully reviewed the investment performance of the Fund, including detailed
reports providing the results of analyses performed by each of the Investment Manager, Broadridge and JDL collectively
showing, for various periods (including since manager inception): (i) the performance of the Fund, (ii) the Fund’s performance relative to peers and benchmarks and (iii) the net assets of the Fund. The Board observed that the Fund’s performance for certain periods ranked above median based on information provided by Broadridge.
The Board also reviewed a description of the third-party data provider’s methodology for identifying the Fund’s peer groups for purposes of performance and expense comparisons.
The Board also considered the Investment Manager’s performance and reputation generally. After reviewing these and related factors, the Board concluded, within the context of their overall conclusions,
that the performance of the Fund and the Investment Manager, in light of other considerations, supported the continuation of
the Management Agreement.
Comparative fees, costs of services provided and the profits realized by the Investment
Manager and its affiliates from their relationships with the Fund
The Board reviewed comparative fees and the costs of services provided under the Management
Agreement. The Board members considered detailed comparative information set forth in an annual report
on fees and expenses, including, among other things, data (based on analyses conducted by Broadridge and JDL) showing a comparison of the Fund’s expenses with median expenses paid by funds in its comparative peer universe, as well as data showing the Fund’s contribution to the Investment Manager’s profitability.
