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Proxy Vote Requirements

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    Vote According to Client Wishes

    • Investment advisers with authority to vote on behalf of absent parties are required to monitor the actions of the business in order to vote in accordance with the wishes of their clients. They should have procedures in place for monitoring these activities to ensure that the proxy votes are cast in line with client priorities.

    Conflicts of Interest

    • The policies and procedures of the adviser must describe the means by which conflicts of interest with clients' directives are addressed. It is advisable that these policies and procedures be approved by any clients who may be affected by such conflicts of interest in advance of the meeting where a vote is to be cast.

    Disclose Procedures for Obtaining Voting Information

    • SEC Rule 206(4)-6 dictates that advisers tell their clients how to get information on how their ballots were voted. Advisers, however, are not required to make this information available to the general public.

    Disclose Policies and Procedures

    • Advisers are required to share their established policies and procedures regarding proxy with clients, and to provide them with copies of these policies and procedures upon request.

    Recordkeeping

    • SEC Rule 204-2 requires advisers to keep the following items: proxy voting policies and procedures; client proxy statements received; records of votes entered on behalf of clients; records of requests from clients for proxy voting information; documents prepared by the adviser to support a decision on how to vote, or documented the reason to vote a specific way.

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