PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
The Audit Committee and the Board, including all of the Independent Directors, have selected Grant Thornton LLP as the independent registered public accounting firm for the Fund for the fiscal year ending October 31, 2019. On April 10, 2019, pursuant to the Audit Committees recommendation, the Board approved Grant Thornton LLP as the independent registered public accounting firm to serve as auditors for the Fund for the fiscal year ending October 31, 2019.
Grant Thornton LLP has issued its audit report on the Annual Report on Form 10-K for the fiscal year ended October 31, 2018.
The firm of Grant Thornton LLP has extensive experience in investment company accounting and auditing. A representative of Grant Thornton LLP will attend the Meeting to respond to appropriate questions and make a statement, if he/she so desires.
Neither the Funds Certificate of Incorporation nor the Funds By-Laws require that the stockholders ratify the selection of Grant Thornton LLP as the Funds independent registered public accounting firm. The Board is submitting this matter to the stockholders as a matter of common industry practice. If the stockholders do not ratify the selection, the Audit Committee will reconsider whether or not to retain Grant Thornton LLP, but may retain such independent registered public accounting firm. Even if the selection is ratified, the Audit Committee and the Board, in their discretion, may change the selection at any time during the year if they determine that such change would be in the best interests of the Fund. It is intended that, unless contrary instructions are received, the persons named in the accompanying form of proxy will vote FOR the ratification of the selection of Grant Thornton LLP.
Grant Thornton LLP, in accordance with Public Company Accounting Oversight Board Rule 3526, has confirmed to the Audit Committee that they are independent accountants with respect to the Fund.
The following are the aggregate fees billed to the Fund by Grant Thornton during each of the last two fiscal years:
Audit Fees:
The aggregate fees billed (or expected to be billed with respect to completion of the fiscal 2018 audit) for professional services rendered by Grant Thornton LLP for the audit of the Funds annual financial statements and review of financial statements in the Form 10-Qs for the fiscal years ended October 31, 2018 and October 31, 2017 were $865,800 and $888,025, respectively.
Audit-Related Fees:
The aggregate fees billed by Grant Thornton LLP for assurance and related services that were reasonably related to the performance of the audit or review of our financial statements for the fiscal years ended October 31, 2018 and October 31, 2017 were $0 and $15,750, respectively.
Tax Fees:
The aggregate fees billed (or expected to be billed with respect to completion of the fiscal 2018 audit) by Grant Thornton LLP for services rendered with respect to tax compliance, tax advice and tax planning for the fiscal years ended October 31, 2018 and October 31, 2017 were $30,000 and $28,560, respectively.
All Other Fees:
The aggregate fees billed by Grant Thornton LLP for any other products or services for the fiscal years ended October 31, 2018 and October 31, 2017 were $0 and $0, respectively.
The Audit Committee Charter requires that the Audit Committee pre-approve all audit and non-audit services to be provided to the Fund by the independent accountants; provided, however, that the Audit Committee may specifically authorize its Chairman to pre-approve the provision of any non-audit service to the Fund. Further, the foregoing pre-approval policy may be waived, with respect to the provision of any non-audit services, consistent with the exceptions provided for in the federal securities laws. All of the audit and tax services provided by Grant