Policy on Board of Directors’ Attendance at Annual Meetings
The Fund’s policy with regard to attendance by the Board of Directors at Annual Meetings is that all directors are expected to attend, absent unusual and extenuating circumstances that prohibit attendance. All of the directors submitted for election attended the 2022 Annual Meeting.
Section 16(a) Beneficial Ownership Reporting Compliance
Each director and officer of the Fund who is subject to Section 16 of the Securities Exchange Act of 1934, as amended, and persons who own more than ten percent of a registered class of the Fund’s securities are required to report to the Securities and Exchange Commission (the “Commission”) by a specified date his or her beneficial ownership of or transactions in the Fund’s securities. Based upon a review of filings with the Commission, such forms received by the Fund, and written representations that no other reports are required, the Fund believes that each director and officer filed all requisite reports with the Commission on a timely basis during 2022. The Fund had no greater-than-ten-percent beneficial owners in 2022.
Information as to Other Executive Officers
Set forth below are the names, ages, and positions with the Fund, as of December 31, 2022, of all executive officers of the Fund other than those who also are director nominees. Executive officers serve as such until the election of their successors.
Mr. Brian S. Hook, 53, has served as Vice President, Chief Financial Officer and Treasurer of the Fund and ADX since March 19, 2013. Prior thereto, he served as Chief Financial Officer and Treasurer of the Fund and ADX from March 20, 2012 to March 19, 2013, as Treasurer of the Fund and ADX from June 1, 2009 to March 20, 2012, and as Assistant Treasurer of the Fund and ADX from September 2008 to June 1, 2009. Prior to joining the Fund, he was a Vice President and Senior Manager at T. Rowe Price and a business assurance manager with Coopers & Lybrand L.L.P. prior thereto.
Ms. Janis F. Kerns, 59, has served as Vice President of the Fund and ADX since April 15, 2021, as the General Counsel, Secretary and Chief Compliance Officer since July 3, 2018, and as Assistant General Counsel from January 22, 2018 to July 3, 2018. Prior to joining the Fund in January 2018, she was Of Counsel in a prominent Washington, D.C. law firm. Previously, Ms. Kerns served for three years on the staff of the U.S. Securities and Exchange Commission in the Division of Investment Management’s Office of Investment Company Regulation. She also worked for two years as internal legal counsel for Paine Weber Group (now UBS Wealth Management USA). Ms. Kerns has more than 27 years of legal and compliance experience in the investment management industry.
The address for each executive officer is the Fund’s headquarters office, 500 E. Pratt Street, Suite 1300, Baltimore, MD 21202.
Security Ownership of Management in the Fund(a) | | | Shares of Common Stock Beneficially Owned(b)(c) | |
Name | |
Brian S. Hook | | | | | 9,308 | | |
Janis F. Kerns | | | | | 4,985 | | |
(a)
As of February 1, 2023. Share ownership of directors and executive officers as a group is shown in the table beginning on page 5 and footnotes thereto.
(b)
To the Fund’s knowledge, each officer had sole investment and sole voting power with respect to the shares shown opposite his or her name.
(c)
Calculated on the basis of 25,179,881 shares of Common Stock outstanding on January 27, 2023, each of the executive officers listed herein owned less than 1.0% of the Common Stock outstanding.