Proxy Policy

Holden Global Asset Management LLC's policy is that all proxy votes are cast in the interests of the asset accounts we manage. Most proposals, including those generally considered "ESG" proposals, are approved if they maximize the value of the portfolio securities over the long term.

The purpose of these proxy voting procedures is to ensure that Holden Global Asset Management LLC fulfills its responsibilities to its clients to analyze proposals submitted for shareholder approval by company management and others and to properly execute and deliver proxy votes voted in connection therewith.

Unless otherwise stated in the charter, bylaws, trust agreement, plan document, partnership agreement, or other controlling document of the legal entity with which Holden Global Asset Management LLC transacts, we consider the right to vote on proposals submitted to shareholders through the proxy solicitation process to be an integral part of our investment responsibilities and recognize that certain proposals, if implemented, could materially affect the market valuation of portfolio securities. Unless otherwise expressly provided in the agreement between a client and Holden Global Asset Management LLC, we are responsible for evaluating and voting on all proposals.

Holden Global Asset Management LLC uses two proxy services: one for research and the other for voting. Securities in client accounts are voted based on the recommendations of the proxy research firms. These recommendations are based on Holden Global Asset Management LLC's proxy voting guidelines. To ensure that proxy service recommendations are used and executed in accordance with our fiduciary responsibilities, Holden Global Asset Management LLC reserves the final say over proxy voting in client accounts; therefore, Holden Global Asset Management LLC may override the recommendations of the proxy research firms when voting.

When engaging an agency services firm, Holden Global Asset Management LLC’s investment team considers factors such as service levels, ability to administer to Holden Global Asset Management LLC’s required guidelines, depth of research and reporting, pricing, automation, timeliness, and execution capabilities, as applicable.

Holden Global Asset Management LLC's proxy voting process includes established triggers that flag certain proposals from proxy firms for further evaluation by Holden Global Asset Management LLC if they meet specific criteria. This includes, but is not limited to, votes where the guidance provided by Holden Global Asset Management LLC is inconsistent with management's recommendations. Flagged votes will be reviewed by Holden Global Asset Management LLC's investment team for further evaluation and final decision before voting.

Holden Global Asset Management LLC will file all proxy voting reports required by the U.S. Securities and Exchange Commission (SEC), including Form N-PX, through the EDGAR filing system by August 31 of each year.

If Holden Global Asset Management LLC discovers an error, whether by a servicing firm or Holden Global Asset Management LLC itself, Holden Global Asset Management LLC will investigate the cause of the error and its impact. Holden Global Asset Management LLC will notify clients and, if necessary, modify its procedures.

The following is a detailed description of how Holden Global Asset Management LLC typically votes on certain issues. The following covers many common issues but is not exhaustive.

Management Recommendations 

The quality and depth of a company's management team, as well as its alignment with Holden Global Asset Management LLC's investment philosophy, are paramount during the investment due diligence process. Therefore, management's recommendations are highly valued. While proxy voting on most issues is conducted based on management's recommendations, Holden Global Asset Management LLC does not automatically vote in favor of management. Holden Global Asset Management LLC will not support proxy proposals or positions that are deemed not to be in the best interests of clients; this means they are not designed to create long-term value.

Election of Directors

a) Director Criteria

Proxies typically vote for a slate of directors nominated by management. Holden Global Asset Management LLC may vote against a director for factors such as low attendance, lack of independence, participation in internal board committees, conflicts of interest, or support for a takeover bid that has not been approved by shareholders.

b) Independence

Holden Global Asset Management LLC defines an independent director as one who has no material relationship with the company other than his or her directorship. No director may serve as an advisor or service provider to the company. Proxy voting generally supports the principle that a two-thirds majority of the board of directors be independent directors, and that the audit, compensation, nominating, corporate governance, and compliance committees be composed solely of independent board members.

c) Separation of the roles of Chairman and CEO

Holden Global Asset Management LLC believes a one-size-fits-all approach is not in the best interests of shareholders, and therefore, proposals to separate the roles of chairman and CEO will be evaluated on a case-by-case basis. In the absence of an independent chairman, Holden Global Asset Management LLC supports the appointment of a lead director with authority to preside over meetings in the absence of an internal chairman.

Executive Compensation

Holden Global Asset Management LLC evaluates executive compensation plans and the performance of its compensation committees over the long term. Therefore, the company's fundamental performance will factor heavily into the Vote on Pay vote and the voting on candidates for the company's compensation committee. Holden Global Asset Management LLC generally does not support executive compensation evaluations that rely excessively on the performance of securities over relatively short periods of time. As an ongoing feedback mechanism, Holden Global Asset Management LLC generally supports an annual Vote on Pay vote.

We may vote against nominations for members of the company's compensation committee, the entire board of directors, and/or the CEO if the company has compensation practices that we deem unsatisfactory. Compensation practices that are generally considered unsatisfactory include, but are not limited to: practices commonly referred to as "option backdating," granting stock options at less than fair market value, exchanging stock options for less than market value, pyramiding of stock options, "pay for failure" executive severance packages, excessive or unrelated change of control payments unrelated to job loss or significant reduction in employment, excessive executive severance packages, excessive or unrelated change of control payments unrelated to job loss or significant reduction in employment, and excessive executive severance packages.

Ratification of Independent Auditors

Management's recommendations regarding the selection of auditors are generally supported; however, Holden Global Asset Management LLC will not support the approval of an auditor if the auditor lacks independence, has engaged in accounting irregularities, or has been negligent. Reasons why Holden Global Asset Management LLC may vote against the appointment of an auditor include, but are not limited to: the auditor has a financial interest in or affiliation with the company that indicates a lack of independence; the auditor is responsible for the company's financial restatements; the auditor supports aggressive accounting policies; there is reason to believe that the auditor's report is neither accurate nor reflective of the company's financial condition; or the company has replaced the auditor due to a material disagreement with the auditor regarding accounting principles or disclosures.

Shareholder Rights

Holden Global Asset Management LLC generally does not support proposals designed to make a company more difficult to acquire, harm the interests of security holders, or entrench existing management. Therefore, we generally vote against proposals that would approve a classified board of directors, blank check preferred stock, unequal voting rights plans, shareholder actions that eliminate written consent, and unreasonable restrictions on shareholders' rights to call special meeting meetings.

Changes in Capital Structure or State of Incorporation

Proposals to increase the number of authorized shares are evaluated on a case-by-case basis. Holden Global Asset Management LLC generally supports authorizations for additional common shares. Factors considered include the specific purpose of the proposed increase, shareholders' explanation of the risks of not approving the request, an assessment of potential dilution, the company's recent record of using authorized shares, and its overall corporate governance record. Holden Global Asset Management LLC generally votes against restructurings where the financial benefits are minimal and shareholder rights are diluted.

Mergers and Acquisitions, Corporate Restructuring

Merger and acquisition proposals will be evaluated on a case-by-case basis, taking into account factors such as expected financial and operational benefits, the price offered, the prospects of the combined company, the negotiation process, and changes to corporate governance. Corporate restructuring options, including leveraged buyouts, spinoffs, liquidations, and asset sales, will also be evaluated on a case-by-case basis.

Responsible Investing Considerations

Holden Global Asset Management LLC's policy is that all proxy votes are cast in the interests of the asset accounts we manage. Most proposals, including those generally considered "ESG" proposals, are approved if they maximize the value of the portfolio securities over the long term.

Holden Global Asset Management LLC seeks to invest in companies that are philosophically aligned with our commitment to building profitability and investment discipline. We believe responsible and sustainable business practices are key to achieving these long-term objectives and we seek to align ourselves and our clients with like-minded management teams. As such, we believe decisions at the policy level are typically better left to management and the board and will generally vote consistent with management’s recommendation on such proposals. Examples of situations in which Holden Global Asset Management LLC might vote against a proposal include a reasonable proposal that has a clear and immediate positive financial impact on shareholder value and does not burden the issuer or impose unnecessary or excessive costs, and a reasonable proposal that mitigates significant risks to long-term shareholders arising from governance practices, environmental regulation, or legal or reputational issues.

We understand that some clients may view these issues differently. Therefore, clients may retain the right to vote by proxy rather than authorizing Holden Global Asset Management LLC to vote on their behalf.

Holden Global Asset Management LLC's investment team is responsible for identifying significant conflicts of interest in proxy voting. Examples include voting securities held by a company whose pension assets we also manage; officers or directors of companies in which Holden Global Asset Management LLC invests who are also clients of Holden Global Asset Management LLC; personal relationships between Holden Global Asset Management LLC's principals and officers or directors of companies in which Holden Global Asset Management LLC invests that could affect Holden Global Asset Management LLC's ability to cast an unconflicted vote; and Holden Global Asset Management LLC having a financial interest in the outcome of a proxy vote. If a conflict of interest is identified, Holden Global Asset Management LLC will retain an independent third party to advise on the proxy voting method involved in the conflict of interest, which recommendation is solely in the interests of the client, which generally means maximizing long-term portfolio assets. Holden Global Asset Management LLC will document the security involved, the basis for the conflict of interest, and the proxy voting associated with that security.

This is also the proxy voting policy and procedure for Holden Global Asset Management LLC mutual funds.