FIM’s Proxy Voting Policies and Procedures (the “Procedures”) are designed to ensure FIM votes proxies in the best interests of our clients. The Procedures require FIM to identify and address conflicts of interest between FIM and the client. If a material conflict of interest exists, FIM will determine whether voting in accordance with the guidelines set forth in the Procedures is in the best interests of the clients or take some other appropriate action.

FIM generally votes in favor of routine corporate housekeeping proposals including the election of directors (where no corporate governance issues are implicated). FIM generally votes against poison pills and proposals for compensation plans deemed to be excessive. For all other proposals FIM will determine whether a proposal is in the best interests of the clients and may take into account the following factors, among others: (i) whether the proposal was recommended by management and FIM’s opinion of management; (ii) whether the proposal acts to entrench existing management; and (iii) whether the proposal fairly compensates management for past and future performance.