Nominating and Corporate Governance Committee - Charter

Organization The Nominating and Corporate Governance Committee of the Board shall consist of at least two members, all of whom shall be independent as such term is defined by the NYSE.  The members of the committee shall be appointed by the Board on the recommendation of this committee.  Committee members shall hold their offices for one year and until their successors are elected and qualified, or until their earlier resignation or removal. All vacancies in the committee shall be filled by the Board.  The Board shall designate one of the members as chairman of the committee, and the committee shall keep a separate book of minutes of their proceedings and actions.

The committee shall meet at least annually each year and more frequently as circumstances dictate.  Meetings may be held in person or by telephone.  The committee shall report regularly to the Board and the members of the committee shall perform an annual evaluation of the committee.

All meetings shall be at the call of the chairman of the committee, any member of the committee, or any member of the Board.  A majority of the members of the committee shall constitute a quorum for the transaction of business.

The committee may form one or more subcommittees, each of which may take such actions as may be delegated by the committee.  The committee may, in its sole discretion and at CenterPoint's expense, retain and terminate legal, accounting, or other consultants or experts, including search firms, it deems necessary in the performance of its duties and without having to seek approval of the Board.

Purpose and Responsibilities The committee's primary purpose and responsibilities shall be:

Duties

Secretarial Responsibilities

Minutes & Presentations - The Secretary or an Assistant Secretary will prepare and maintain minutes for all meetings of the Board and all committees of the Board. Draft minutes will be circulated for comment by meeting participants within two weeks following each meeting for adoption at the next meeting. Approved minutes will be certified by the Secretary or Assistant Secretary in attendance and included in the permanent records of the Board along with presentations and other materials submitted or provided to the Trustees.

Pending Management Actions & Approvals - Before each meeting the Secretary will provide to the trustees a schedule of uncompleted actions assigned by the Board to management and a schedule of pending investments, dispositions, financings and other transactions previously approved by the Board.

Attendance - The Secretary will maintain attendance records for Board and committee meetings.

Investment Committee - The Secretary will also serve as secretary of the IC, and will report to the Board or Board committee, as appropriate, any dissenting vote by IC members respecting matters submitted for approval.