EXHIBIT (c)
PROXY VOTING POLICY
Thompson, Siegel & Walmsley, Inc. (TS&W) acknowledges it has a duty of care to its clients that requires it to monitor corporate events and vote client proxies. TS&W has adopted and implemented written policies and procedures reasonably designed to ensure that it votes proxies in the best interest of our clients. TS&W recognizes that it (i) has a fiduciary responsibility under the Employee Retirement Income Securities Act (ERISA) to vote proxies prudently and solely in the best interest of plan participants and beneficiaries (ii) will vote stock proxies in the best interest of the client (non-ERISA) when directed (together, our “clients”). TS&W has developed its policy to be consistent with, wherever possible, enhancing long-term shareholder value and leading corporate governance practices. Our general policy regarding the voting of proxies is as follows:
Proxy Voting Guidelines:
| | • | | Routine and/or non-controversial, general corporate governance issues are normally voted with management; this would include the Approval of Independent Auditors. |
| | • | | Occasionally, TS&W may vote against management’s proposal on a particular issue; such issues would generally be those deemed likely to reduce shareholder control over management, entrench management at the expense of shareholders, or in some way diminish shareholders’ present or future value. From time to time TS&W will receive and act upon the client’s specific instructions regarding proxy proposals. TS&W reserves the right to vote against any proposals motivated by political, ethical or social concerns. TS&W will examine each issue solely from an economic perspective. |
| | • | | Occasions may arise during the voting process in which the best interest of the clients conflicts with TS&W’s interests. Conflicts of interest generally include (i) business relationships where TS&W has a substantial business relationship with, or is actively soliciting business from, a company soliciting proxies (ii) personal or family relationships whereby an employee of TS&W has a family member or other personal relationship that is affiliated with a company soliciting proxies, such as a spouse who serves as a director of a public company. A conflict could also exist if a substantial business relationship exists with a proponent or opponent of a particular initiative. If TS&W determines that a material conflict of interest exists, TS&W will disclose the conflict to its client(s) and vote the proxy as directed by the client(s). |
Proxy Voting Process:
For most stocks we use ProxyEdge, an electronic proxy voting system. Through ProxyEdge we receive electronic ballots for a majority of the accounts we vote. With this system we are able to keep records of which accounts are voted, how accounts are voted, and how many shares are voted. For proxies not received through ProxyEdge, we will make a best efforts attempt to receive ballots from the clients’ custodian and follow the same procedures and processes as stated above. Records are kept electronically and ballots are voted manually via electronic means @www.proxyvote.com. TS&W also utilizes proxy proposal research and voting recommendations through Egan-Jones Proxy Services.
Upon timely receipt of proxy materials from the client’s Custodian or through ProxyEdge:
| | • | | The Proxy Coordinator will receive the initial proxy information and will monitor the voting process throughout. |
| | • | | A Research Associate will receive proxy proposal research and voting recommendations from Egan-Jones Proxy Services and reviews all proposals, vote routine issues and will consult with TS&W’s Investment Policy Committee or products managers on non-routine issues. |
| | • | | The Research Associate will notify the Proxy Coordinator how the proxy is to be voted. The Proxy Coordinator is also responsible for ensuring that the proxies are transmitted for voting in a timely fashion and maintaining a record of the vote, which will be made available to clients upon request. |
| | • | | All proxies will be voted solely in the interest of clients. |
| | • | | TS&W generally abstains from voting shares if they are sold between record and meeting dates. |
| | • | | TS&W reserves the right not to vote proxies if the cost of voting exceeds the expected benefit to the client. |
| | • | | All tender offers are reviewed and treated in a similar manner. |
Proxy Voting Records & Reports
| | • | | The proxy information kept by the Proxy Coordinator will include the following: (i) name of the issuer, (ii) the exchange ticker symbol, (iii) the CUSIP number, (iv) the shareholder meeting date, (v) a brief description of the matter brought to vote; (vi) whether the proposal was submitted by management or a shareholder, (vii) how TS&W voted the proxy (for, against, abstained) and (viii) whether the proxy was voted for or against management. |
| | • | | Clients will be notified annually of their ability to request a copy of our proxy policies and procedures. A copy of how TS&W voted on securities held is available free of charge upon request from our clients or by calling toll free (800) 697-1056. |
