FIM votes proxies for accounts held at Schwab that are not PCRA accounts and accounts held at Fidelity that designate FIM to vote their proxies. For accounts held with TD Ameritrade, FIM will not vote proxies. FIM will determine how to vote proxies based on FIM’s reasonable judgment of that vote most likely to produce favorable financial results for FIM’s clients. Proxy votes generally will be cast in favor of proposals that maintain or strengthen the shared interests of shareholders and management, increase shareholder value, maintain or increase shareholder influence over the issuer's board of directors and management, and maintain or increase the rights of shareholders; proxy votes generally will be cast against proposals having the opposite effect. However, FIM will consider both sides of each proxy issue.

Consistent with FIM’s paramount commitment to the financial investment goals of its clients, social considerations will not be considered absent contrary instructions by a client. Conflicts of interest between FIM or a principal of FIM and FIM’s clients in respect of a proxy issue conceivably may arise. If FIM determines that a material conflict of interest exists, FIM will take the necessary steps to resolve the conflict before voting the proxies. For example, FIM may disclose the existence and nature of the conflict to the client(s) owning the securities, and seek directions on how to vote the proxies; FIM may abstain from voting, particularly if there are conflicting client interests (for example, where client accounts hold different client securities in a competitive merger situation); or take other necessary steps designed to ensure that a decision to vote the proxy is in the client’s best interest and was not the product of the conflict.

FIM keeps certain records required by applicable law in connection with its proxy voting activities for clients and shall provide proxy-voting information to clients upon their written or oral request. Clients may obtain a copy of FIM’s complete proxy voting policies and procedures upon request. Clients may also obtain information from FIM about how FIM voted any proxies on behalf of their account(s). They may contact our office for the information.