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The Company's Board has overall management responsibility for the Company, including monitoring and readjusting its investment, dividend and distribution policy, and has the authority to select and replace the Company's Administrator, the Investment Manager and any officers of the Company.
The Board may meet at least once a year to review the investment and administrative affairs of the Company.
The Board may adopt changes to the Company's investment policies, investment restrictions, operations and valuation policies without Shareholders' approval as long as the Board gives Shareholders at least 60 days' prior written notice.
The members of the Board are elected by the voting shareholders of the Company to serve for an indefinite term. The members of the Board will serve until their resignation, death or removal.
Overall responsibility for the operations of the Company will rest with the Board. The Company has contracted with certain parties for various services necessary for the operational duties of the Company. Employees of the organizations providing services to the Company are compensated by those organizations and none of those persons devotes their full time to the affairs of the Company.
A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall declare the nature of the interest at a meeting of the Board. A Director may vote in respect of any contract or proposal contract or arrangement notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the Board at which any such contract or arrangement shall come before the meeting for consideration.
Pursuant to the Company's Articles of Incorporation, the Board may, by resolution, fix the compensation of Board in respect of services rendered or to be rendered.
In the future, other or additional Board may be elected by the voting shareholders of the Company. The Board shall be indemnified out of the assets of the Company against all costs, losses and expenses which they shall or may incur or sustain by reason of any act done or omitted in or about the execution of their duties, except such (if any) as they shall incur or sustain by or through their own willful neglect or default. The Board shall not be answerable for the acts, receipts, neglects or defaults of any other Director, officer or trustee or for joining in any receipt or other act for conformity or for any loss or expense happening to the Company through the insufficiency or deficiency of any security in or upon which any of the monies of the Company shall be invested or for any loss of any of the moneys of the Company which shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person with whom any monies, securities or effects shall be deposited, or for the execution of the duties of his respective office or trust or in relation thereto unless the same happen through his own willful neglect or default. The Board will receive customary fees for their services to the Company.