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Resolution of the Board of Governors of the
Investment Company Institute

July 7, 1999

Whereas, the unique corporate governance system for management investment companies, including the use of independent directors, has served such companies and their shareholders well; and

Whereas, the independence and effectiveness of investment company boards of directors has been essential to the continued success and integrity of this system; and

Whereas, the investment company industry has developed corporate governance practices that exceed statutory and regulatory requirements; and

Whereas, the Executive Committee of the Institute in March 1999 approved the appointment of an Advisory Group on Best Practices for Fund Directors to identify the best practices used by investment company boards of directors to enhance independence and effectiveness and to recommend those practices that should be considered for adoption by all investment company boards; and

Whereas, the Advisory Group on Best Practices for Fund Directors issued a report on June 24, 1999, which recommended a series of best practices to investment company boards of directors; now, therefore let it be

RESOLVED that the Board of Governors of the Institute strongly endorses the report of the Advisory Group on Best Practices for Fund Directors and recommends that all Institute management investment company members take such actions as may be appropriate to implement the practices recommended in the report; and it is further

RESOLVED that the Board of Governors recommends that Institute management investment company members complete such actions as soon as is reasonably practicable, taking into account their respective circumstances; and it is further

RESOLVED that the Board of Governors hereby instructs the staff of the Institute to facilitate prompt implementation of the recommendations of the Advisory Group on Best Practices for Fund Directors by offering programs and materials relating to the recommendations to Institute members, and to monitor the implementation of the recommendations by members; and it is further

RESOLVED that the Advisory Group on Best Practices for Fund Directors be commended for the excellent and timely results of its deliberations and that the Board of Governors expresses its most sincere gratitude to the members of the Advisory Group, John J. Brennan, Dawn-Marie Driscoll, Paul G. Haaga, Jr., Manuel H. Johnson, William M. Lyons, and Gerald C. McDonough, for their dedication to this effort.

Unanimously Adopted at a Special Meeting on 7/7/99