● Gather any physical proxies sent to Clough Capital for each of the securities held by a client account or fund and double check that they have been voted in ProxyEdge ● Log on to the Proxy Edge system (www.proxyedge.com) to vote the proxies if they have not been voted ● Submit proxies that are not addressed in the Guidelines to PM’s/Analysts for their opinion ● Run a proxy voting record for votes cast for the Clough Capital mutual funds on a quarterly basis to send to ALPS Fund Compliance ● Run a full year report for the mutual funds at end of each proxy year (July 1st to June 30th) and send to ALPS to complete the Form N-PX for filing with SEC by August 31st (this may also be done by the Director of Compliance and Risk) 3.0 Proxy Voting Record Required The following information must be recorded and saved by ProxyEdge for each proxy vote of each security: ● Name of the issuer of the portfolio security ● Exchange ticker symbol of the portfolio security ● CUSIP for the portfolio security (if available) ● Shareholder meeting date ● Brief identification of matter voted on ● Whether the matter is proposed by issuer or a security holder ● Whether fund cast its vote on the matter ● How the fund cast its vote (for/against/abstain) ● Whether fund cast its vote for or against the management position on the issue This information is required to be filed with the SEC electronically via Form N-PX for all registered investment companies (mutual funds) no later than August 31 for the most recent 12 month period ended June 30. This will be done by the fund’s administrator, ALPS, for the mutual funds sponsored by Clough Capital, but ALPS will need this information from Clough. The information also needs to be sent to ALPS so it is available upon request by shareholders. 4.0 Contradiction to Proxy Voting Guidelines For the proxy issues outlined in the attached Proxy Voting Guidelines, the Clough Capital voting position will generally be as listed, and these will be the default votes in ProxyEdge, unless an analyst, trader, or portfolio manager of the firm believes that voting a particular proxy in accordance with the stated guideline would not be in the best economic interests of a client account, in which case that person should bring the matter to the attention of the Proxy Voting Administrator. The Administrator will then refer the matter to the Compliance Committee for resolution, at which time the Administrator can log on to ProxyEdge and over-ride the default voting option, if necessary. Votes in contradiction to the established Proxy Voting Guidelines will be documented in an appropriate memo to file. |