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Regardless of how Stockholders vote on Proposal 1, Stockholders will be given the opportunity to vote on Proposal 2 in two scenarios: The persons named as proxies will vote proxies held by them for such adjournment, unless marked to be voted against the Proposal for which an adjournment is sought, to permit the further solicitation of proxies.

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However, if both Proposal 1 and Proposal 2 a are approved, the implementation of the Amendments by the New Advisor will not take effect until the second anniversary of the effective date of the New Agreement.

To address various proposals that require Stockholder approval. Proposal 1 will take effect if approved by Stockholders regardless of whether Proposal 2 a or 2 b is approved by Stockholders.

The Company intends to use the services of Georgeson Inc. However, under certain scenarios, the reduction in the base management fee may result in total advisory fees payable under the Amended Agreement being lower than those payable under the Existing Agreement.

Proposal 1 is not contingent on the outcome of Proposals 2 a and 2 b. The Company had 74, shares of common stock outstanding at the close of business on the record date. Attending the Special Meeting does not revoke a proxy unless the Stockholder also votes in person at the Special Meeting.

Each portion of the Incentive Fee is described below. Consequently the Amendments may, from time to time, cause an increase in the advisory fees, depending on the future performance of the Company.

If the beneficial owner does not provide voting instructions, the broker, bank or other nominee cannot vote its shares for either Proposal.

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Abstentions will have the same effect as votes against each of the Proposals. In the event there are not sufficient votes for a quorum or to approve the Proposals at the time of the Special Meeting, the Special Meeting may be adjourned, postponed or delayed in order to permit further solicitation of proxies by the Company.

Annualized rate of return in this context is computed by reference to net asset value and does not take into account changes in the market price of the common stock.

If the Amendments go into effect, the Existing Advisor or the New Advisor, as applicable, may be eligible to receive an incentive fee earlier, and in higher amounts, than it would have received under the Existing Agreement, if at all.

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The Notice of Special Meeting, Proxy Statement and proxy card are being forwarded to beneficial owners by their respective broker, bank or other nominee who is considered, with respect to those shares, the Stockholder of record.

If there is anything you do not understand, please contact us at Proposal 1 is not contingent on the outcome of Proposals 2 a and 2 b. The holders of a majority of the outstanding shares of common stock entitled to vote at the Special Meeting and present in person or by proxy will constitute a quorum for the Proposals; provided, however, that if there is no contest for the election of Directors, and a majority of the outstanding shares of common stock entitled to vote at the Special Meeting are not present in person or by proxy, the holders of one third of such shares shall constitute a quorum to the extent permitted by applicable law.

Since then, the Board has approved the Existing Agreement for successive one year terms.

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Stockholders that vote via the Internet should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies, which will be borne by the Stockholder.

If the resulting amount is negative, the accrual will result in a reversal of expense. The enclosed proxy card includes specific instructions to be followed by Stockholders of record interested in voting via the Internet or by telephone.

Each Proposal is considered a non-routine proposal. Stockholders who hold shares of common stock through a broker, bank or other nominee must follow the voting instructions provided by the broker, bank or nominee, whichever is the record holder.

Stockholders of record have the right to vote in person at the Special Meeting or to grant a voting proxy directly to anyone to vote in their place. No additional compensation will be paid to the Directors, our officers or the officers or employees of the Existing Advisor or the New Advisor for such services.

It should be noted that net realized capital gains during the period are calculated as the proceeds received upon disposition less the fair market value as of the beginning of the measurement period.

If only Proposals 2 a and 2 b are approved by Stockholders, the Existing Advisor will continue to serve as investment adviser to the Company and the fee structure under the Existing Agreement will be revised to reflect the terms of the Amendments, which will take effect immediately upon Stockholder approval and the conclusion of the Special Meeting.

However, under certain scenarios, the reduction in the base management fee may result in total advisory fees payable under the Amended Agreement being lower than those payable under the Existing Agreement.

Abstentions will have the same effect as votes against each of the Proposals.

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Since this calculation is not cumulative, but rather performed on a trailing four quarters period, fluctuations in fair market values are tracked only during the relevant measurement period. If a Stockholder holds shares in street name through a broker, bank or other nominee, the Stockholder must instruct the broker, bank or other nominee how to vote, because the broker, bank or other nominee will not be permitted to exercise voting discretion on its own with respect to either of the Proposals.

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