On December 10, 2012, the SEC filed an order instituting enforcement proceedings (the “OIP”) against both the interested and the independent directors of five registered investment companies advised by Morgan Asset Management, Inc. (the “Adviser”), alleging that the directors failed to properly carry out their duties during several months in 2007 with respect to overseeing the determination of the “fair value” of certain structured product securities owned by four closed-end funds and three series of an open-end investment company (the “Funds”).