Better Investor Advocacy

For every $100 million in debt on the Company's balance sheet, management fees paid by shareholders increase by $1.75 million annually.

Because there are two separate calculations for incentive fees, one for earnings and one for capital gains, the investment advisor may earn incentive fees on earnings even when capital losses are offsetting earnings.

Because the capital gain incentive fee measurement basis will be re-set, it appears that the new investment advisor may be able to earn additional incentive fees that could not have been earned under the existing agreement.

Investment returns for affiliated and controlled investments have underperformed non-affiliated and non-controlled investments. Additional investor protections may be desirable.

There are two agreements, one stockholders have not seen and one they are being asked to approve. This transaction structure invites questions regarding whether the best possible deal is being offered.

An investor proposal to terminate the existing advisory agreement that would have been voted on at the annual meeting has not been disclosed by the Board of Directors. The Board instead called the Special Meeting.