NWQ INVESTMENT MANAGEMENT COMPANY, LLC
PROXY VOTING POLICYAND PROCEDURES
POLICY PURPOSE
Rule 206(4)-6 (the “Rule”) of the Investment Advisers Act of 1940 (Advisers Act”) provides that “it is a fraudulent, deceptive, or manipulative act, practice or course of business within the meaning of section 206(4) of the Act for an investment adviser to exercise voting authority with respect to client securities, unless (i) the adviser has adopted and implemented written policies and procedures that are reasonably designed to ensure that the adviser votes proxies in the best interest of its clients, (ii) the adviser describes its proxy voting procedures to its clients and provides copies on request, and (iii) the adviser discloses to clients how they may obtain information on how the adviser voted their proxies.”
POLICY STATEMENT
When NWQ Investment Management Company, LLC (“NWQ”) has proxy voting authority, NWQ has a fiduciary duty to vote proxies solely and prudently in its Clients’ long-term economic interests considering all relevant factors and must not subrogate Client interests to its own.
POLICY APPLICABILITY
NWQ’s Proxy Voting Policy and Procedures (“Policy”) applies to securities held in Client Accounts over which NWQ has voting authority, directly or indirectly.
POLICY ENFORCEMENT
NWQ, the Nuveen Responsible Investing team (“RI Team”), and Nuveen US Client Services carry out proxy voting and/or administrative functions on behalf of NWQ and are expected to comply with applicable laws and regulations and applicable policies and procedures. Violations of this Policy may result in disciplinary action up to and including termination of employment.
TERMS AND DEFINITIONS
Clients / Client Accounts
Accounts over which NWQ has proxy voting authority, directly or indirectly.
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Conflicts Of Interest
Voting proxies whereby the following relationships or circumstances are deemed to give rise to a Conflict of Interest for purposes of this Policy:
Firm Conflicts of Interest
| | • | | The issuer is an institutional separate account client. |
| | • | | The issuer is a wrap sponsor in whose program NWQ participates as an investment manager. |
| | • | | The issuer is an entity in which NWQ personnel or a Relative of any NWQ personnel is an executive officer or director of such issuer. |
Service Provider Conflicts of Interest
Service Providers who have notified NWQ that they, or their affiliate(s), have a relationship with a corporate issuer, an entity acting as a primary shareholder proponent or another party. Such relationship includes, but is not limited to, the products and services provided to, and the revenue obtained from, such entity.
Other
Any other circumstance that NWQ determines could materially compromise its duty to serve its Clients’ long-term economic interests considering all relevant factors.
Indirect Proxy Voting Authority
Indirect proxy voting authority exists where NWQ’s authority is implied by a general delegation of investment authority without reservation of proxy voting authority.
Program Sponsors
Program Sponsors are broker-dealers which select third-party investment advisers to provide investment advice to Client Accounts on a discretionary basis.
Relative
A relative includes, whether or not living in the same household, children; stepchildren; grandchildren; parent; stepparents; grandparents; spouses; siblings; mother-, father-, son-, daughter-, brother- or sister-in-law; any person related by adoption, and any individual economically dependent on NWQ personnel, as well as significant others living in the same household, including domestic partnerships (registered or unregistered) or civil unions.
Service Provider(s)
Service providers are independent third-party vendors who provide proxy voting administrative, research and/or recordkeeping services.
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ROLES, RESPONSIBILITIES AND GOVERNANCE
Proxy Voting Committee (the “Committee”)
NWQ has established a Proxy Voting Committee (“Committee”) to provide centralized management of the proxy voting process. The Committee consists of at least one Co-Head, members from Portfolio Management and/or Equity Research and the Head of Client Portfolio Management as voting members. NWQ’s General Counsel, Chief Compliance Officer, and members of the RI Team, or their designees, participate as non-voting members. The Committee may invite NWQ personnel and other interested parties to participate in meetings as applicable. The Committee meets annually or more frequently as required.
The Committee shall:
| | • | | Oversee the proxy voting process in respect of securities owned by or on behalf of Clients, including the identification of Conflicts of Interest involving NWQ and those involving its Service Provider(s); |
| | • | | Review and approve of any Service Provider(s); |
| | • | | Provide on-going oversight of its Service Provider(s), including but not limited to reviewing periodic diligence to assist the Committee in determining if its Service Provider(s) have/has the ability to identify and manage potential conflicts of interest and to determine if its Service Provider(s) has/have the capacity and the competency to adequately analyze proxy issues, which includes the ability to make voting recommendations based on materially accurate information; |
| | • | | Determine how to vote proxies relating to issues not covered by this Policy; |
| | • | | Determine when NWQ may deviate from this Policy; and |
| | • | | Review all applicable processes and procedures, voting practices, the adequacy of records and the use of third-party services, at least annually, and update or revise as necessary. |
Nuveen Responsible Investing team (“RI Team”)
Under the direction of the Committee, the RI Team is responsible for:
| | 1) | The day-to-day administration of the NWQ’s proxy voting processes in accordance with their procedures; |
| | 2) | Identifying applicable Service Provider Conflicts of Interest based on information provided by the Service Provider(s) and delivering this information to NWQ for consideration; |
| | 3) | Casting votes in accordance with NWQ’s instructions; |
| | 4) | Performing quarterly monitoring to determine if proxies in which a Conflict of Interest was determined were voted in accordance with the Policy; |
| | 5) | Performing an annual proxy vote reconciliation and presenting its findings at the Committee’s annual meeting; |
| | 6) | Arranging annual Service Provider due diligence; |
| | 7) | Organizing and presiding over the Committee’s annual meeting; and |
| | 8) | Providing information and data as the Committee deems necessary. |
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Nuveen US Client Services
The Nuveen US Client Services team is responsible for furnishing Clients with responses to standard requests on how NWQ voted proxies on behalf of their Client Accounts. In addition, team is responsible for responding to Client ad-hoc proxy voting requests as well as requests for NWQ’s Policy. The team is also responsible for notifying the NWQ’s CCO of any ad-hoc voting or Policy requests. Furthermore, the team maintains all written requests from Clients and any written response to either a written or oral request in accordance with their procedures.
Nuveen Global Investment Operations (“NGIO”)
NGIO is responsible for casting votes in accordance with NWQ’s instructions for certain Client Accounts for which the RI Team does not cast votes.
Chief Compliance Officer (“CCO”)
The CCO, or designee, is responsible for periodically monitoring compliance with this Policy and will report all material violations to the Policy Owner. The CCO will also provide guidance to the Policy Leader and Policy Owner, as applicable, with respect to this Policy. Furthermore, NWQ’s CCO, or designee, is responsible for annually reviewing the NWQ’s Proxy Notice contained in NWQ’s Form ADV Part 2A.
Compliance
Compliance, under the oversight of the CCO, will periodically identify Conflicts of Interest and provide this information to the RI Team. Compliance shall also review the RI Team’s quarterly conflicts monitoring.
Policy Leader (NWQ’s Designated Equity Research Analyst)
The Policy Owner has designated an Equities Portfolio Manager as Policy Leader. The Policy Leader, under the oversight of the Policy Owner and in consultation with the CCO, or designee, is responsible for the annual review of this Policy.
Policy Owner (NWQ’s Proxy Committee)
NWQ has designated its Proxy Committee as the Policy Owner. The Policy Owner is responsible for determining the appropriate oversight and infrastructure for implementing and administering the Policy. The Policy Owner is also responsible overseeing the Policy Leader and approving amendments to the Policy. Furthermore, the Policy Owner is responsible for Policy enforcement, including but not limited to, addressing material violations.
POLICY REQUIREMENTS
General
NWQ shall vote proxies prudently and solely in respect of securities owned by or on behalf of a Client in the Client’s best long-term economic interest considering all relevant factors and will not subrogate Client interests to its own.
Unless NWQ otherwise determines, and documents the basis for its decision, or as otherwise provided below, the Committee shall generally cause proxies to be voted in a manner consistent
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with the recommendations of its primary Service Provider, Institutional Shareholder Services, Inc. (“ISS”), which are based on ISS’s standard guidelines.
NWQ may also from time to time consider research and voting recommendations provided by other Service Providers in making its voting decisions. In select other cases, NWQ may agree to vote proxies for a particular Client Account in accordance with the Service Provider’s recommendations or guidelines selected by the Client, such as the AFL-CIO Guidelines. Clients may opt to vote proxies themselves or to have proxies voted by a Service Provider or other named fiduciary or agent, at the Client’s cost.
As a general matter, unless otherwise restricted, NWQ reserves the right to override ISS’s recommendations or the recommendations of any other Service Provider in any situation where it believes that following such recommendations is not in its Client’s long-term economic interest, considering all relevant factors.
ISS at times will pre-populate NWQ’s votes with ISS’s recommendations and/or automatically submit NWQ’s votes to be counted before the deadline to vote. If new material public information becomes available after ISS prepopulates or recommends a vote or if ISS finds that a report contains a material error, ISS will provide NWQ a proxy alert informing NWQ of any corrections and, if necessary, any resulting changes in the vote recommendations. In casting its vote, NWQ reviews any such updated information from ISS.
NWQ may determine not to vote in respect of securities of any issuer if it determines it would be in its Clients’ overall long-term economic interest not to vote. Such determinations may apply in respect of all Client holdings of the securities or only certain specified Clients, as NWQ deems appropriate under the circumstances.
Generally, NWQ does not intend to vote proxies associated with the securities of any issuer if, as a result of voting, the issuer restricts such securities from being transacted (“share blocking” is carried out in a few non-U.S. jurisdictions). However, NWQ may decide, on an individual security basis that it is in the long-term economic interest of its Clients for NWQ to vote the proxy associated with such a security, taking into account the loss of liquidity. NWQ may also decline to vote proxies in other instances, including but not limited to, de minimis number of shares held, timing issues pertaining to the opening and closing of accounts, potential adverse impact on the portfolio of voting such proxy, logistical or other considerations related to non-U.S. issuers (such as in POA markets), or based on particular contractual arrangements with Clients or Program Sponsors.
In addition, NWQ may decline to vote proxies where the voting would in NWQ’s judgment result in some other financial, legal, regulatory disability or burden to NWQ or the Client (such as imputing control with respect to the issuer) or the Program Sponsor.
Generally, NWQ will vote all eligible proxies received. Eligibility is based upon ownership at record date which is determined by the issuer. To the extent that NWQ receives proxies for securities that are transferred into a client’s portfolio that were not recommended or selected by NWQ and are sold or expected to be sold promptly in an orderly manner (“legacy securities”),
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NWQ will generally refrain from voting such proxies. In such circumstances, since legacy securities are expected to be sold promptly, voting proxies on such securities would not further the Client’s long-term economic interest. NWQ may consider an institutional client’s special request to vote a legacy proxy, and, if agreed, would vote such proxy in accordance with the provisions of this Policy.
It is the responsibility of the custodian appointed by the Client, or the Program Sponsor in the case of an SMA, to ensure proxies are generated sufficiently in advance of the relevant meeting to allow NWQ adequate time to vote its Clients’ proxies.
Proxies received after the termination date of a Client relationship will generally not be voted. Exceptions may be made from time to time, such as when the record date is for a period in which the Client’s Account was under management.
A Program Sponsor, a broker or a custodian, may provide NWQ with notice of proxies in the aggregate, rather than on the underlying account-level. Since NWQ is not afforded underlying account-level transparency in such instances, it must vote such proxies based on the information it receives from the Program Sponsor, broker or custodian, and consequently may be unable to reconcile proxies voted to the underlying-account level.
NWQ discloses a summary of its proxy voting practices as well as how a client may obtain a copy of this Policy or information on how NWQ voted a client’s securities in its Form ADV Part 2A.
Conflicts of Interest
When NWQ has identified a Firm Conflict of Interest, if the matter is covered by an ISS recommendation, the Committee shall cause proxies to be voted in accordance with the applicable ISS recommendation.
When NWQ has identified a Firm Conflict of Interest and the matter is not covered by ISS, NWQ may:
| | (i) | vote in accordance with the recommendation of an alternative Service Provider; or |
| | (ii) | disclose the conflict to the Client, obtain the Client’s consent to vote, make the proxy voting determination itself and document the basis for such determination; or |
| | (iii) | resolve the conflict in such other manner as NWQ believes is appropriate, including by making its own determination that a particular vote is, notwithstanding the conflict, in the Client’s long-term economic interest, considering all relevant factors. |
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Additionally, NWQ is required to consider any actual or perceived Service Provider Conflicts of Interest when informed by the Service Provider(s) that it has a relationship with the issuer, including, but not limited to, the products and services provided to, and the revenue obtained from, the issuer. When a Service Provider Conflict of Interest has been identified based on a relationship between a Service Provider or its affiliates and a corporate issuer, an entity acting as a primary shareholder proponent, or another party, NWQ may choose not to vote in accordance with its Service Provider’s recommendation when NWQ determines such recommendation is not its Client’s long-term economic interests, considering all relevant factors. NWQ’s Service Provider(s) has/have established protocols to identify and provide notice regarding such Service Provider Conflicts of Interest.
Furthermore, NWQ adheres to the baseline standards and guiding principles governing client and personnel conflicts as outlined in the TIAA Conflicts of Interest Policy to assist NWQ in identifying, escalating and addressing proxy voting conflicts in a timely manner.
VIOLATION REPORTING
NWQ, the RI Team and Nuveen US Client Services are required to report all violations of this Policy to NWQ’s Chief Compliance Officer, or designee.
RECORDKEEPING AND RETENTION
NWQ, or its designee, shall retain records relating to the voting of proxies as required under Section 204-2 of the Investment Advisers Act of 1940, as amended.
RELATED POLICIES
| | • | | TIAA Conflicts of Interest Policy |
REVIEWS AND APPROVALS
This Policy will be reviewed at least annually and will be updated sooner if changes are deemed necessary by the Policy Leader.
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| Adoption Date | | June 24, 2003 |
| Effective Date | | May 10, 2021 |
| Prior Policy Date | | July 6, 2020 |
| Owner | | NWQ’s Proxy Voting Committee |
| Leader | | NWQ’s Equities Portfolio Manager as designated by the Policy Owner |
| Portal Administration | | Leader: NWQ’s CCO Owner: NWQ’s Business Management Analyst |
| Criticality Rating | | Moderate |
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