CONFLICTS OF INTEREST

BASE is majority owned by Mr. Hogle. BASE has no arrangements with other third parties (unrelated entities) to receive or pay compensation on, by, or as a result of BASE accounts (including soft dollar arrangements, execution rebates, and sub advisor arrangements) except as contained in an agreement between BASE and Fidelity Investment Advisor Group. That agreement makes custody and execution services available to BASE's clients. That agreement was made based on Mr. Hogle's experience with and contacts within the Fidelity organization, and was based on the inability of many clients to negotiate custody and execution arrangements for themselves that are both favorable to themselves and compatible with BASE's need for electronic access to those accounts. Certain aspects of Fidelity's Advisor Channel platform might be viewed as indirect compensation in one direction or the other if BASE relied upon them. BASE does not view these aspects to be significant, either to itself or to its clients. Clients are not required to use Fidelity and may direct custody and(or) execution in any manner they choose that is compatible with BASE's access and(or) execution requirements respectively.

Related persons of BASE include Mr. Hogle, his immediate family, control persons, their immediate families, employees with access and their immediate families. BASE has a code of ethics, which is available to see, that makes customer interests paramount, that requires compliance with applicable laws, rules and regulations and that gives client trading both priority and precedence over proprietary trading. It is the policy of BASE that any transaction by a related person will not conflict with a BASE customer order. BASE receives duplicate statements and confirms of all related persons; and, vocalizes an unsolicited status while BASE is active in a security. Errors are the responsibility of the entity causing each error. If an error should result in an aggregate trading profit for BASE's credit, net of corrections and expenses of more than $20 per affected account, BASE will credit the affected accounts with that trading profit pro rata. No partnership exists wherein related persons of BASE are general partners and BASE clients are investors. BASE does not engage in any 'in kind' or other 'quid pro quo' arrangements for referrals. BASE finds that these arrangements, while they might appear at first glance to be good for business, are bad for clients and are not compatible with fiduciary responsibilities. BASE depends on its clients for referrals.

BASE is unaware of any conflicting business interests that might make its proxy voting interests different than those of its clients. In the unlikely event any such conflict should arise, BASE will vote, on behalf of its clients, to abstain on the issues involved unless clients have otherwise instructed BASE how to vote. Such issues that are material to the underlying investment, in Mr. Hogle's opinion, will prompt a telephone call to clients for an explanation of the issue, for an explanation of the conflict and for voting instructions.

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