The following Corporate Governance Guidelines have been adopted by the board of directors of Stuart Investments to assist the board in the exercise of its responsibilities. These guidelines reflect the board's commitment to monitor the effectiveness of policy and decision-making at both the board and management levels. The board intends that these guidelines serve as a flexible framework, not as a set of binding legal obligations, and should be interpreted in the context of all applicable laws and regulations, articles of incorporation, as amended, and other governing documents. The guidelines are subject to future refinement or changes as the board may find necessary or advisable for Stuart Investments in order to achieve these objectives.

1. Board Size
   The Board believes five to 12 is an appropriate size based on Stuart Investments' present circumstances. The board may periodically evaluate whether a larger or smaller slate of directors would be preferable.
2. Selection of Board Members
   Active members of Stuart Investments' make recommendations for all Board members annually, as needed. The recommendations must be approved by a majority of the current Board of Directors. The board may fill vacancies in existing or new director positions. Such directors elected by the board serve only until the next election of directors unless elected by the shareholders to a further term at that time.
3. Board Membership Criteria
   In evaluating the suitability of individual board members, the board takes into account many factors, including general understanding of finance and other disciplines relevant to the success of an investment fund in today's business environment; understanding of Stuart Investments' objectives; education and professional background; and reputation for integrity. The board evaluates each individual in the context of the board as a whole, with the objective of recommending a group that can best perpetuate the success of Stuart Investments through the exercise of sound judgment, using its diversity of experience.
4. Director Responsibilities
   The basic responsibility of the directors is to exercise their business judgment to act in what they reasonably believe to be in the best interests of Stuart Investments and to conduct themselves in accordance with their duties of care and loyalty. Directors are expected to attend board meetings and to spend the time needed to carry out their responsibilities as directors, including meeting as frequently as necessary to properly discharge those responsibilities. Directors are also expected to review in advance all materials for the board's meetings.
5. Board Composition—Mix of Management and Independent Directors
   The board believes that, due to the size of Stuart Investments, no more than 30% of the directors shall be non-independent. An independent director is defined as a person other than an officer or employee of the organization or any other individual having a relationship that, in the opinion of the company's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
6. Term Limits
   The board believes that directors who have served on the Board for 12 full one-year terms, whether those 12 one-year terms are served consecutively or not, should be required to take at least a two-year absence from the board. After a director is off the board for two years following the completion of 12 years of service, he or she will again be eligible to serve on the board. The board believes that term limits will help ensure that there are fresh ideas and viewpoints available to the board.
7. Retirement Policy
   The board believes that it should evaluate the abilities and contributions of each director according to the process described above, and does not believe it should fix a retirement age for director.
8. Election of Chairman
   The board elects Stuart Investments' Chairman of the Board at the first board meeting of each calendar year. Current directors must elect the Chairman unanimously. The board may call a vote for election of a new Chairman at any time they deem is in the best interests of Stuart Investments.
9. Approval of Faculty Advisor, Executive Director and Fund Manager
   The board votes on approval of Stuart Investments' Faculty Advisor, Executive Director and Fund Manager at the first board meeting of each calendar year. The voting must result in at least a two-thirds majority for approval by the board. If the Faculty Advisor, Executive Director or the Fund Manager does not achieve the board's approval, they must resign from their duties immediately and the board will select a temporary replacement. Active members of Stuart Investments must select a permanent replacement at their next scheduled meeting and the board will have to meet again to vote on the approval of the Faculty Advisor, Executive Director and/or Fund Manager. The board may call a vote for approval at any time they deem is in the best interests of Stuart Investments.
10. Conflicts of Interest
    If an actual or potential conflict of interest develops for any reason, including, without limitation, because of a change in the business operations of Stuart Investments, or in a director's circumstances, the director should immediately report such matter to the Faculty Advisor, Executive Director and Fund Manager for evaluation. The Faculty Advisor, Executive Director and Fund Manager shall have the discretion to report any or all such actual or potential conflicts to the active members of Stuart Investments for review and determination. If a significant conflict cannot be resolved, the director may be required to resign. If a director has a personal interest in a matter before the board, the director must disclose the interest to the board, excuse himself or herself from participation in the discussion, and not vote on the matter.

1. Board Meetings
   Agenda The Chairman of the Board and Faculty Advisor will set the agenda for each board meeting, and will distribute this agenda in advance to each director. The Chairman of the Board and Faculty Advisor shall, as appropriate, solicit suggestions from other directors as to agenda items for board meetings.
2. Advance Distribution of Materials
   All information relevant to the board's understanding of matters to be discussed at an upcoming board meeting should be distributed in writing or electronically to all members in advance, whenever feasible and appropriate. This will help facilitate the efficient use of meeting time. In preparing this information, the Fund Manager should ensure that the materials distributed are as concise as possible, yet give directors sufficient information to make informed decisions. The board acknowledges that certain items to be discussed at board meetings are of an extremely sensitive nature and that the distribution of materials on these matters prior to board meetings may not be appropriate.
3. Access to Active Members
   The board should have access to Stuart Investments' active members in order to ensure that directors can ask all questions and ascertain all information necessary to fulfill their duties. Management is encouraged to invite Stuart Investments' active members to any board meeting at which their presence and expertise would help the board have a full understanding of matters being considered.
4. Executive Sessions of Directors
   The independent directors of Stuart Investments will meet as they see fit in executive session, i.e., with no management directors or management present. These executive session discussions may include such topics as the independent directors determine. During these executive sessions, the independent directors shall have access to members of management and other guests as the independent directors determine.
5. Lead Director
   The independent directors shall determine who among them shall be responsible for chairing the regular sessions of, and otherwise providing leadership to, the independent directors.

1. Annual Faculty Advisor Evaluation
   The Chairman of the Board shall lead a review at least annually of the performance of the Faculty Advisor . The results of this review are communicated to the Faculty Advisor .
2. Succession Planning
   As part of the annual officer evaluation process, the board works with the Faculty Advisor to plan for Faculty Advisor succession, as well as to develop plans for interim succession for the Faculty Advisor in the event of an unexpected occurrence. The board may review succession planning more frequently as it deems warranted.
3. Board Evaluation
   The Faculty Advisor, Fund Manager, and Chairman are responsible for facilitating an annual evaluation of the performance of the full board and report the conclusions to the board. The report should generally include an assessment of the board's compliance with the principles set forth in these guidelines, as well as identification of areas in which the board could improve its performance.

1. Ability to Retain Outside Advisors
   The board will have all resources and authority necessary to discharge its duties, including the authority to retain outside counsel or other experts or consultants, as it deems appropriate.
2. Orientation for New Board Members
   This process includes cultural orientation, background material on strategies, competition, and financial history, technology demonstrations, meetings with management, and visits to Stuart Investments' regular meetings.
3. Review of Governance Guidelines
   The board will periodically review these guidelines, as well as consider other corporate governance principles that may, from time to time, merit consideration by the board.
4. Public Disclosure of Corporate Governance Guidelines
   Stuart Investments posts on its Web site copies of the current version of these guidelines.