MANAGEMENT OF THE FUND Board of Trustees

The overall management of the business and affairs of the Fund is vested in the Board of Trustees. Starting with the first annual meeting of shareholders following the effective date of this Registration Statement, the Board of Trustees will be classified into three classes—Class I, Class II and Class III—as nearly equal in number as reasonably possible, with the trustees in each class to hold office until their successors are elected and qualified. At each succeeding annual meeting of shareholders, the successors to the class of trustees whose terms expire at that meeting shall be elected to hold office for terms expiring at the later of the annual meeting of shareholders held in the third year following the year of their election or the election and qualification of their successors.

Below is a list of the trustees and officers of the Fund and their present positions and principal occupations during the past five years. The business address of the Fund, the Adviser and their board members and officers is 345 Park Avenue, 31st Floor, New York, NY 10154, unless specified otherwise below.

Number of Other Portfolios in Directorships

Fund Held by the Term of Office and Principal Occupation Complex Trustee During Position(s) Held Length of Time During the Past Five Overseen by the Past Five Name and Year of Birth With Registrant Served(1) Years the Trustee Years NON-INTERESTED

TRUSTEES:

Edward H. D’Alelio . . Trustee and member Since May 2012 Mr. D’Alelio was 3 Trump Entertainment

c/o Chairman of of Audit and formerly a Managing Resorts, Inc.

the Board Nominating Director and CIO for

345 Park Avenue, Committees Fixed Income at Putnam

31st Floor Investments, Boston

New York, NY 10154 where be retired in 2002.

Birth Year: 1952 He currently is an

Executive in Residence with the School of Management, Univ. of Mass Boston.

Michael Holland . . . . Trustee and member Since May 2012 Mr. Holland is the 3 The China

c/o Chairman of of Audit and Chairman of Holland & Fund, Inc.; the

the Board Nominating Company, a private Taiwan Fund, Inc.;

345 Park Avenue, Committees investment firm he State Street Master

31st Floor founded in 1995. He is Funds; Reaves Utility

New York, NY 10154 also President and Income Fund.

Birth Year: 1944 Founder of the Holland

Balanced Fund.

Gary S. Schpero . . . . Trustee and member Since May 2012 Retired. Prior to 3 EQ Advisors Trust

c/o Chairman of of Audit and January 2000,

the Board Nominating Mr. Schpero was a

345 Park Avenue, Committees partner at the law firm of

31st Floor Simpson Thacher &

New York, NY 10154 Bartlett LLP where he

Birth Year: 1953 served as managing

partner of the Investment Management and Investment Company Practice Group.

Number of Other Portfolios in Directorships

Fund Held by the Term of Office and Principal Occupation Complex Trustee During Position(s) Held Length of Time During the Past Five Overseen by the Past Five Name and Year of Birth With Registrant Served(1) Years the Trustee Years INTERESTED

TRUSTEES(2):

Thomas W. Jasper . . . Trustee Since May 2012 Mr. Jasper was Chief 3 —

c/o Chairman of Executive Officer of

the Board Primus Guaranty, Ltd.

345 Park Avenue, from 2001 to 2010. He is

31st Floor currently the Managing

New York, NY 10154 Partner of Manursing

Birth Year: 1948 Partners LLC.

Daniel H. Smith, Jr . . Chairman, President, Since Inception Mr. Smith is a Senior 3 —

Birth Year: 1963 Chief Executive Managing Director of

Officer, Trustee GSO Capital Partners LP

(collectively with its affiliates, ‘‘GSO’’) and is Head of GSO / Blackstone Debt Funds Management LLC. Mr. Smith joined GSO from the Royal Bank of Canada in July 2005 where he was a Managing Partner and Co head of RBC Capital Market’s Alternative Investments unit.

(1) Beginning with the first annual meeting of shareholders of the Fund (the ‘‘first annual meeting’’) and if at such time, the number of trustees shall be three (3) or more, the Board of Trustees of the Fund shall be divided into three classes: Class I, Class II and Class III. At the first annual meeting, trustees of Class I shall be elected to the Board of Trustees for a term expiring at the next succeeding annual meeting of shareholders, trustees of Class II shall be elected to the Board of Trustees for a term expiring at the second succeeding annual meeting of shareholders and trustees of Class III shall be elected to the Board of Trustees for a term expiring at the third succeeding annual meeting of shareholders. At each subsequent annual meeting of shareholders, the trustees chosen to succeed those whose terms are expiring shall be identified as being of the same class as the trustees whom they succeed and shall be elected for a term expiring at the time of the third succeeding annual meeting of shareholders subsequent to their election, or thereafter in each case when their respective successors are elected and qualified. The Fund’s executive officers are chosen each year at the first meeting of the Fund’s Board of Trustees following the first annual meeting, to hold office until the meeting of the Board of Trustees following the next annual meeting of shareholders and until their successors are duly elected and qualified.

(2) ‘‘Interested person’’ of the Fund as defined in the Investment Company Act. Mr. Smith is an interested person due to his employment with the Adviser. Mr. Jasper is an interested person due to his beneficial ownership of the shares of common stock of one of the underwriters. After completion of the initial public offering of the Fund’s Common Shares, Mr. Jasper will no longer be an interested person of the Fund.

The Board of Trustees is currently comprised of five trustees. Daniel H. Smith, Jr. serves as Chairman of the Board. Mr. Smith is an ‘‘interested person’’ of the Fund. The appointment of Mr. Smith as Chairman reflects the Board of Trustees’ belief that his experience, familiarity with the Fund’s day-to-day operations and access to individuals with responsibility for the Fund’s management and operations will provide the Board of Trustees with insight into the Fund’s business and activities and, with his access to appropriate administrative support, will facilitate the efficient development of meeting agendas that address the Fund’s business, legal and other needs and the orderly conduct of board meetings. The Board of Trustees has determined that its leadership structure is appropriate in light of the Fund’s circumstances and provides for the informed and independent exercise of its responsibilities. In this regard, the Board of Trustees does not have a lead independent trustee

reflecting the belief of the independent trustees that they have adequate control and influence over the governance of the Board of Trustees and the Fund by virtue of the fact that a substantial majority of the Board of Trustees will be independent trustees, that all committees are chaired by independent trustees and that the Board of Trustees’ small size and oversight of a small fund complex facilitate the

orderly and efficient flow of information among trustees and with Fund management without the need for a lead independent trustee.

Share Ownership

The following table shows the dollar range of equity securities owned by the trustees in the Fund and in other investment companies overseen by the trustees within the same family of investment companies as of December 31, 2011. Investment companies are considered to be in the same family if they share the same investment adviser or principal underwriter and hold themselves out to investors as related companies for purposes of investment and investor services.

Aggregate Dollar Range of Equity Securities in All Registered Investment Dollar Range of Companies Overseen by Equity Securities Trustees in the Family of

Name of Trustee in the Fund Investment Companies(*)

NON-INTERESTED TRUSTEES: