SHAREHOLDER PROPOSALS

   On July 17, 2008, the Board of Trustees amended the by-laws of the
Fund. The Trustees determined that the by-laws should be updated in
order to ensure an orderly and informed shareholder meeting process for
all participating shareholders. Generally, the amendments:
(i) provide that holders of a majority of shares of the Fund entitled
to vote at a meeting may call a special meeting of shareholders, (ii)
further specify the process for calling such a meeting, and (iii)
establish time periods and information requirements for calling a
special meeting and for the submission of shareholder proposals (other
than pursuant to regulations of the U.S. Securities and Exchange
Commission (SEC)). These amendments do not affect the notice period for
each shareholder proposal submitted for inclusion in the Funds proxy
statements pursuant to the SECs rules. With respect to other
nominations or proposals, for each annual meeting of shareholders, the
amended by-laws require that the Fund receive notice of the nomination
or proposal and certain additional information at least 90 days but no
more than 120 days in advance of the first anniversary of the previous
years annual meeting. For each special meeting of shareholders, the
amended by-laws require that the Fund receive notice of a nomination or
proposal within 10 business days after the meeting is publicly
announced, including by press release, a filing with the SEC, or a
posting on the Advisers website. The amended by-laws have been filed
as an exhibit to the Funds registration statement on Form N-2. The
Funds Form N-2 is available at the SECs website at www.sec.gov.
   Shareholder proposals for the Funds 2009 annual meeting of
shareholders must be received at the Funds executive offices (2
Liberty Square, 9th Floor, Boston, Massachusetts 02109) no later than
January 8, 2009, in order to be included in the Funds proxy statement
and form of proxy. Other shareholder nominations or proposals for the
Funds 2009 annual meeting must be received at the Funds executive
offices between February 12, 2009, and March 14, 2009. Submission of
such proposals does not ensure that they will be included in the proxy
statement or submitted for a vote at the 2009 annual meeting.