EXHIBIT-99.PROXYPOL
PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
PROXY VOTING POLICIES AND PROCEDURES
The following are general proxy voting policies and procedures ("Policies and
Procedures") adopted by Pacific Investment Management Company LLC ("PIMCO"), an
investment adviser registered under the Investment Advisers Act of 1940, as
amended ("Advisers Act").(1) PIMCO serves as the investment adviser to a wide
range of domestic and international clients, including investment companies
registered under the Investment Company Act of 1940, as amended ("1940 Act") and
separate investment accounts for other clients.(2) These Policies and Procedures
are adopted to ensure compliance with Rule 206(4)-6 under the Advisers Act,
other applicable fiduciary obligations of PIMCO and the applicable rules and
regulations of the Securities and Exchange Commission ("SEC") and
interpretations of its staff. In addition to SEC requirements governing
advisers, PIMCO's Policies and Procedures reflect the long-standing fiduciary
standards and responsibilities applicable to investment advisers with respect to
accounts subject to the Employee Retirement Income Security Act of 1974
("ERISA"), as set forth in the Department of Labor's rules and regulations.(3)
PIMCO will implement these Policies and Procedures for each of its respective
clients as required under applicable law, unless expressly directed by a client
in writing to refrain from voting that client's proxies. PIMCO's authority to
vote proxies on behalf of its clients is established by its advisory contracts,
comparable documents or by an overall delegation of discretionary authority over
its client's assets. Recognizing that proxy voting is a rare event in the realm
of fixed income investing and is typically limited to solicitation of consent to
changes in features of debt securities, these Policies and Procedures also apply
to any voting rights and/or consent rights of PIMCO, on behalf of its clients,
with respect to debt securities, including but not limited to, plans of
reorganization, and waivers and consents under applicable indentures.(4)
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(1) These Policies and Procedures are adopted by PIMCO pursuant to Rule
206(4)-6 under the Advisers Act, effective August 6, 2003. SEE PROXY
VOTING BY INVESTMENT ADVISERS, IA Release No. 2106 (January 31, 2003).
(2) These Policies and Procedures address proxy voting considerations under
U.S. law and regulations and do not address the laws or requirements of
other jurisdictions.
(3) Department of Labor Bulletin 94-2, 29 C.F.R. 2509.94-2 (July 29, 1994).
If a client is subject to ERISA, PIMCO will be responsible for voting
proxies with respect to the client's account, unless the client has
expressly retained the right and obligation to vote the proxies, and
provided prior written notice to PIMCO of this retention.
(4) For purposes of these Policies and Procedures, proxy voting includes
any voting rights, consent rights or other voting authority of PIMCO on
behalf of its clients.
Set forth below are PIMCO's Policies and Procedures with respect to any voting
or consent rights of advisory clients over which PIMCO has discretionary voting
authority. These Policies and Procedures may be revised from time to time.
GENERAL STATEMENTS OF POLICY
These Policies and Procedures are designed and implemented in a manner
reasonably expected to ensure that voting and consent rights are exercised in
the best interests of PIMCO's clients. Each proxy is voted on a case-by-case
basis taking into consideration any relevant contractual obligations as well as
other relevant facts and circumstances.
PIMCO may abstain from voting a client proxy under the following circumstances:
(1) when the economic effect on shareholders' interests or the value of the
portfolio holding is indeterminable or insignificant; or (2) when the cost of
voting the proxies outweighs the benefits.
CONFLICTS OF INTEREST
PIMCO seeks to resolve any material conflicts of interest by voting in good
faith in the best interest of its clients. If a material conflict of interest
should arise, PIMCO will seek to resolve such conflict in the client's best
interest by pursuing any one of the following courses of action:
1. convening an ad-hoc committee to assess and resolve the
conflict;(5)
2. voting in accordance with the instructions/consent of a client
after providing notice of and disclosing the conflict to that
client;
3. voting the proxy in accordance with the recommendation of an
independent third-party service provider;
4. suggesting that the client engage another party to determine
how the proxies should be voted;
5. delegating the vote to an independent third-party service
provider; or
6. voting in accordance with the factors discussed in these
Policies and Procedures.
PIMCO will document the process of resolving any identified material conflict of
interest.
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(5) Any committee must be comprised of personnel who have no direct
interest in the outcome of the potential conflict.
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REPORTING REQUIREMENTS AND THE AVAILABILITY OF PROXY VOTING RECORDS
Except to the extent required by applicable law or otherwise approved by PIMCO,
PIMCO will not disclose to third parties how it voted a proxy on behalf of a
client. However, upon request from an appropriately authorized individual, PIMCO
will disclose to its clients or the entity delegating the voting authority to
PIMCO for such clients (E.G., trustees or consultants retained by the client),
how PIMCO voted such client's proxy. In addition, PIMCO provides its clients
with a copy of these Policies and Procedures or a concise summary of these
Policies and Procedures: (i) in Part II of Form ADV; (ii) together with a
periodic account statement in a separate mailing; or (iii) any other means as
determined by PIMCO. The summary will state that these Policies and Procedures
are available upon request and will inform clients that information about how
PIMCO voted that client's proxies is available upon request.
PIMCO RECORD KEEPING
PIMCO or its agent maintains proxy voting records as required by Rule 204-2(c)
of the Advisers Act. These records include: (1) a copy of all proxy voting
policies and procedures; (2) proxy statements (or other disclosures accompanying
requests for client consent) received regarding client securities (which may be
satisfied by relying on obtaining a copy of a proxy statement from the SEC's
Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system or a third
party provided that the third party undertakes to provide a copy promptly upon
request); (3) a record of each vote cast by PIMCO on behalf of a client; (4) a
copy of any document created by PIMCO that was material to making a decision on
how to vote proxies on behalf of a client or that memorializes the basis for
that decision; and (5) a copy of each written client request for proxy voting
records and any written response from PIMCO to any (written or oral) client
request for such records. Additionally, PIMCO or its agent maintains any
documentation related to an identified material conflict of interest.
Proxy voting books and records are maintained by PIMCO or its agent in an easily
accessible place for a period of five years from the end of the fiscal year
during which the last entry was made on such record, the first two years in the
offices of PIMCO or its agent.
REVIEW AND OVERSIGHT
PIMCO's proxy voting procedures are described below. PIMCO's Compliance Group
will provide for the supervision and periodic review, no less than on a
quarterly basis, of its proxy voting activities and the implementation of these
Policies and Procedures.
Because PIMCO has contracted with State Street Investment Manager Solutions, LLC
("IMS West") to perform portfolio accounting, securities processing and
settlement processing on behalf of PIMCO, certain of the following procedures
involve IMS West in administering and implementing the proxy voting process. IMS
West will review and monitor the proxy voting process to ensure that proxies are
voted on a timely basis.
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1. TRANSMIT PROXY TO PIMCO. IMS West will forward to PIMCO's Middle
Office Group each proxy received from registered owners of record (E.G.,
custodian bank or other third party service providers).
2. CONFLICTS OF INTEREST. PIMCO's Middle Office Group will review each
proxy to determine whether there may be a material conflict between PIMCO and
its client. As part of this review, the group will determine whether the issuer
of the security or proponent of the proposal is a client of PIMCO, or if a
client has actively solicited PIMCO to support a particular position. If no
conflict exists, this group will forward each proxy to the appropriate portfolio
manager for consideration. However, if a conflict does exist, PIMCO's Middle
Office Group will seek to resolve any such conflict in accordance with these
Policies and Procedures.
3. VOTE. The portfolio manager will review the information, will vote
the proxy in accordance with these Policies and Procedures and will return the
voted proxy to PIMCO's Middle Office Group.
4. REVIEW. PIMCO's Middle Office Group will review each proxy that was
submitted to and completed by the appropriate portfolio manager. PIMCO's Middle
Office Group will forward the voted proxy back to IMS West with the portfolio
manager's decision as to how it should be voted.
5. TRANSMITTAL TO THIRD PARTIES. IMS West will document the portfolio
manager's decision for each proxy received from PIMCO's Middle Office Group in a
format designated by the custodian bank or other third party service provider.
IMS West will maintain a log of all corporate actions, including proxy voting,
which indicates, among other things, the date the notice was received and
verified, PIMCO's response, the date and time the custodian bank or other third
party service provider was notified, the expiration date and any action taken.
6. INFORMATION BARRIERS. Certain entities controlling, controlled by,
or under common control with PIMCO ("Affiliates") may be engaged in banking,
investment advisory, broker-dealer and investment banking activities. PIMCO
personnel and PIMCO's agents are prohibited from disclosing information
regarding PIMCO's voting intentions to any Affiliate. Any PIMCO personnel
involved in the proxy voting process who are contacted by an Affiliate regarding
the manner in which PIMCO or its delegate intend to vote on a specific issue
must terminate the contact and notify the Compliance Group immediately.
CATEGORIES OF PROXY VOTING ISSUES
In general, PIMCO reviews and considers corporate governance issues related to
proxy matters and generally supports proposals that foster good corporate
governance practices. PIMCO considers each proposal on a case-by-case basis,
taking into consideration various factors and all relevant facts and
circumstances at the time of the vote. PIMCO may vote proxies as recommended by
management on routine matters related to the operation of the issuer and on
matters not expected to have a significant economic impact on the issuer and/or
shareholders, because PIMCO believes the recommendations by the issuer generally
are in shareholders' best
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interests, and therefore in the best economic interest of PIMCO's clients. The
following is a non-exhaustive list of issues that may be included in proxy
materials submitted to clients of PIMCO, and a non-exhaustive list of factors
that PIMCO may consider in determining how to vote the client's proxies.
BOARD OF DIRECTORS
1. INDEPENDENCE. PIMCO may consider the following factors when voting
on director independence issues: (i) majority requirements for the board and the
audit, nominating, compensation and/or other board committees; and (ii) whether
the issuer adheres to and/or is subject to legal and regulatory requirements.
2. DIRECTOR TENURE AND RETIREMENT. PIMCO may consider the following
factors when voting on limiting the term of outside directors: (i) the
introduction of new viewpoints on the board; (ii) a reasonable retirement age
for the outside directors; and (iii) the impact on the board's stability and
continuity.
3. NOMINATIONS IN ELECTIONS. PIMCO may consider the following factors
when voting on uncontested elections: (i) composition of the board; (ii) nominee
availability and attendance at meetings; (iii) any investment made by the
nominee in the issuer; and (iv) long-term corporate performance and the price of
the issuer's securities.
4. SEPARATION OF CHAIRMAN AND CEO POSITIONS. PIMCO may consider the
following factors when voting on proposals requiring that the positions of
chairman of the board and the chief executive officer not be filled by the same
person: (i) any potential conflict of interest with respect to the board's
ability to review and oversee management's actions; and (ii) any potential
effect on the issuer's productivity and efficiency.
5. D&O INDEMNIFICATION AND LIABILITY PROTECTION. PIMCO may consider the
following factors when voting on proposals that include director and officer
indemnification and liability protection: (i) indemnifying directors for conduct
in the normal course of business; (ii) limiting liability for monetary damages
for violating the duty of care; (iii) expanding coverage beyond legal expenses
to acts that represent more serious violations of fiduciary obligation than
carelessness (E.G. negligence); and (iv) providing expanded coverage in cases
where a director's legal defense was unsuccessful if the director was found to
have acted in good faith and in a manner that he or she reasonably believed was
in the best interests of the company.
6. STOCK OWNERSHIP. PIMCO may consider the following factors when
voting on proposals on mandatory share ownership requirements for directors: (i)
the benefits of additional vested interest in the issuer's stock; (ii) the
ability of a director to fulfill his duties to the issuer regardless of the
extent of his stock ownership; and (iii) the impact of limiting the number of
persons qualified to be directors.
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PROXY CONTESTS AND PROXY CONTEST DEFENSES
1. CONTESTED DIRECTOR NOMINATIONS. PIMCO may consider the following
factors when voting on proposals for director nominees in a contested election:
(i) background and reason for the proxy contest; (ii) qualifications of the
director nominees; (iii) management's track record; (iv) the issuer's long-term
financial performance within its industry; (v) assessment of what each side is
offering shareholders; (vi) the likelihood that the proposed objectives and
goals can be met; and (vii) stock ownership positions of the director nominees.
2. REIMBURSEMENT FOR PROXY SOLICITATION EXPENSES. PIMCO may consider
the following factors when voting on reimbursement for proxy solicitation
expenses: (i) identity of the persons who will pay the expenses; (ii) estimated
total cost of solicitation; (iii) total expenditures to date; (iv) fees to be
paid to proxy solicitation firms; and (v) when applicable, terms of a proxy
contest settlement.
3. ABILITY TO ALTER THE SIZE OF THE BOARD BY SHAREHOLDERS. PIMCO may
consider whether the proposal seeks to fix the size of the board and/or require
shareholder approval to alter the size of the board.
4. ABILITY TO REMOVE DIRECTORS BY SHAREHOLDERS. PIMCO may consider
whether the proposal allows shareholders to remove directors with or without
cause and/or allow shareholders to elect directors and fill board vacancies.
5. CUMULATIVE VOTING. PIMCO may consider the following factors when
voting on cumulative voting proposals: (i) the ability of significant
stockholders to elect a director of their choosing; (ii) the ability of minority
shareholders to concentrate their support in favor of a director(s) of their
choosing; and (iii) any potential limitation placed on the director's ability to
work for all shareholders.
6. SUPERMAJORITY SHAREHOLDER REQUIREMENTS. PIMCO may consider all
relevant factors, including but not limited to limiting the ability of
shareholders to effect change when voting on supermajority requirements to
approve an issuer's charter or bylaws, or to approve a merger or other
significant business combination that would require a level of voting approval
in excess of a simple majority.
TENDER OFFER DEFENSES
1. CLASSIFIED BOARDS. PIMCO may consider the following factors when
voting on classified boards: (i) providing continuity to the issuer; (ii)
promoting long-term planning for the issuer; and (iii) guarding against
unsolicited takeovers.
2. POISON PILLS. PIMCO may consider the following factors when voting
on poison pills: (i) supporting proposals to require a shareholder vote on other
shareholder rights plans; (ii) ratifying or redeeming a poison pill in the
interest of protecting the value of the issuer; and (iii) other alternatives to
prevent a takeover at a price clearly below the true value of the issuer.
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3. FAIR PRICE PROVISIONS. PIMCO may consider the following factors when
voting on proposals with respect to fair price provisions: (i) the vote required
to approve the proposed acquisition; (ii) the vote required to repeal the fair
price provision; (iii) the mechanism for determining fair price; and (iv)
whether these provisions are bundled with other anti-takeover measures (E.G.,
supermajority voting requirements) that may entrench management and discourage
attractive tender offers.
CAPITAL STRUCTURE
1. STOCK AUTHORIZATIONS. PIMCO may consider the following factors to
help distinguish between legitimate proposals to authorize increases in common
stock for expansion and other corporate purchases and those proposals designed
primarily as an anti-takeover device: (i) the purpose and need for the stock
increase; (ii) the percentage increase with respect to the authorization
currently in place; (iii) voting rights of the stock; and (iv) overall
capitalization structure of the issuer.
2. ISSUANCE OF PREFERRED STOCK. PIMCO may consider the following
factors when voting on the issuance of preferred stock: (i) whether the new
class of preferred stock has unspecified voting, conversion, dividend
distribution, and other rights; (ii) whether the issuer expressly states that
the stock will not be used as a takeover defense or carry superior voting
rights; (iii) whether the issuer specifies the voting, dividend, conversion, and
other rights of such stock and the terms of the preferred stock appear
reasonable; and (iv) whether the stated purpose is to raise capital or make
acquisitions in the normal course of business.
3. STOCK SPLITS. PIMCO may consider the following factors when voting
on stock splits: (i) the percentage increase in the number of shares with
respect to the issuer's existing authorized shares; and (ii) the industry that
the issuer is in and the issuer's performance in that industry.
4. REVERSED STOCK SPLITS. PIMCO may consider the following factors when
voting on reverse stock splits: (i) the percentage increase in the shares with
respect to the issuer's existing authorized stock; and (ii) issues related to
delisting the issuer's stock.
EXECUTIVE AND DIRECTOR COMPENSATION
1. STOCK OPTION PLANS. PIMCO may consider the following factors when
voting on stock option plans: (i) whether the stock option plan expressly
permits the repricing of options; (ii) whether the plan could result in earnings
dilution of greater than a specified percentage of shares outstanding; (iii)
whether the plan has an option exercise price below the market price on the day
of the grant; (iv) whether the proposal relates to an amendment to extend the
term of options for persons leaving the firm voluntarily or for cause; and (v)
whether the stock option plan has certain other embedded features.
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2. DIRECTOR COMPENSATION. PIMCO may consider the following factors when
voting on director compensation: (i) whether director shares are at the same
market risk as those of the issuer's shareholders; and (ii) how stock option
programs for outside directors compare with the standards of internal stock
option programs.
3. GOLDEN AND TIN PARACHUTES. PIMCO may consider the following factors
when voting on golden and/or tin parachutes: (i) whether they will be submitted
for shareholder approval; and (ii) the employees covered by the plan and the
quality of management.
STATE OF INCORPORATION
STATE TAKEOVER STATUTES. PIMCO may consider the following factors when
voting on proposals to opt out of a state takeover statute: (i) the power the
statute vests with the issuer's board; (ii) the potential of the statute to
stifle bids; and (iii) the potential for the statute to empower the board to
negotiate a better deal for shareholders.
MERGERS AND RESTRUCTURINGS
1. MERGERS AND ACQUISITIONS. PIMCO may consider the following factors
when voting on a merger and/or acquisition: (i) anticipated financial and
operating benefits as a result of the merger or acquisition; (ii) offer price;
(iii) prospects of the combined companies; (iv) how the deal was negotiated; and
(v) changes in corporate governance and the potential impact on shareholder
rights. PIMCO may also consider what impact the merger or acquisition may have
on groups/organizations other than the issuer's shareholders.
2. CORPORATE RESTRUCTURINGS. With respect to a proxy proposal that
includes a spin-off, PIMCO may consider the tax and regulatory advantages,
planned use of sale proceeds, market focus, and managerial incentives. With
respect to a proxy proposal that includes an asset sale, PIMCO may consider the
impact on the balance sheet or working capital and the value received for the
asset. With respect to a proxy proposal that includes a liquidation, PIMCO may
consider management's efforts to pursue alternatives, the appraisal value of
assets, and the compensation plan for executives managing the liquidation.
INVESTMENT COMPANY PROXIES
For a client that is invested in an investment company, PIMCO votes each proxy
of the investment company on a case-by-case basis and takes all reasonable steps
to ensure that proxies are voted consistent with all applicable investment
policies of the client and in accordance with any resolutions or other
instructions approved by authorized persons of the client.
For a client that is invested in an investment company that is advised by PIMCO
or its affiliates, if there is a conflict of interest which may be presented
when voting for the client (E.G., a proposal to approve a contract between PIMCO
and the investment company), PIMCO will resolve the conflict by doing any one of
the following: (i) voting in accordance with the instructions/consent of the
client after providing notice of and disclosing the conflict to that
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client; (ii) voting the proxy in accordance with the recommendation of an
independent third-party service provider; or (iii) delegating the vote to an
independent third-party service provider.
1. ELECTION OF DIRECTORS OR TRUSTEES. PIMCO may consider the following
factors when voting on the director or trustee nominees of a mutual fund: (i)
board structure, director independence and qualifications, and compensation paid
by the fund and the family of funds; (ii) availability and attendance at board
and committee meetings; (iii) investments made by the nominees in the fund; and
(iv) the fund's performance.
2. CONVERTING CLOSED-END FUND TO OPEN-END FUND. PIMCO may consider the
following factors when voting on converting a closed-end fund to an open-end
fund: (i) past performance as a closed-end fund; (ii) the market in which the
fund invests; (iii) measures taken by the board to address any discount of the
fund's shares; (iv) past shareholder activism; (v) board activity; and (vi)
votes on related proposals.
3. PROXY CONTESTS. PIMCO may consider the following factors related to
a proxy contest: (i) past performance of the fund; (ii) the market in which the
fund invests; (iii) measures taken by the board to address past shareholder
activism; (iv) board activity; and (v) votes on related proposals.
4. INVESTMENT ADVISORY AGREEMENTS. PIMCO may consider the following
factors related to approval of an investment advisory agreement: (i) proposed
and current fee arrangements/schedules; (ii) fund category/investment objective;
(iii) performance benchmarks; (iv) share price performance as compared with
peers; and (v) the magnitude of any fee increase and the reasons for such fee
increase.
5. POLICIES ESTABLISHED IN ACCORDANCE WITH THE 1940 ACT. PIMCO may
consider the following factors: (i) the extent to which the proposed changes
fundamentally alter the investment focus of the fund and comply with SEC
interpretation; (ii) potential competitiveness; (iii) regulatory developments;
and (iv) current and potential returns and risks.
6. CHANGING A FUNDAMENTAL RESTRICTION TO A NON-FUNDAMENTAL RESTRICTION.
PIMCO may consider the following when voting on a proposal to change a
fundamental restriction to a non-fundamental restriction: (i) reasons given by
the board and management for the change; and (ii) the projected impact of the
change on the fund's portfolio.
7. DISTRIBUTION AGREEMENTS. PIMCO may consider the following when
voting on a proposal to approve a distribution agreement: (i) fees charged to
comparably sized funds with similar investment objectives; (ii) the
distributor's reputation and past performance; and (iii) competitiveness of the
fund among other similar funds in the industry.
8. NAMES RULE PROPOSALS. PIMCO may consider the following factors when
voting on a proposal to change a fund name, consistent with Rule 35d-1 of the
1940 Act: (i) whether the fund invests a minimum of 80% of its assets in the
type of investments suggested by the
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proposed name; (ii) the political and economic changes in the target market; and
(iii) current asset composition.
9. DISPOSITION OF ASSETS/TERMINATION/LIQUIDATION. PIMCO may consider
the following when voting on a proposal to dispose of fund assets, terminate, or
liquidate the fund: (i) strategies employed to salvage the fund; (ii) the fund's
past performance; and (iii) the terms of the liquidation.
10. CHANGES TO CHARTER DOCUMENTS. PIMCO may consider the following when
voting on a proposal to change a fund's charter documents: (i) degree of change
implied by the proposal; (ii) efficiencies that could result; (iii) state of
incorporation; and (iv) regulatory standards and implications.
11. CHANGING THE DOMICILE OF A FUND. PIMCO may consider the following
when voting on a proposal to change the domicile of a fund: (i) regulations of
both states; (ii) required fundamental policies of both states; and (iii) the
increased flexibility available.
12. CHANGE IN FUND'S SUBCLASSIFICATION. PIMCO may consider the
following when voting on a change in a fund's subclassification from diversified
to non-diversified or to permit concentration in an industry: (i) potential
competitiveness; (ii) current and potential returns; (iii) risk of
concentration; and (iv) consolidation in the target industry.
DISTRESSED AND DEFAULTED SECURITIES
1. WAIVERS AND CONSENTS. PIMCO may consider the following when
determining whether to support a waiver or consent to changes in provisions of
indentures governing debt securities which are held on behalf of clients: (i)
likelihood that the granting of such waiver or consent will potentially increase
recovery to clients; (ii) potential for avoiding cross-defaults under other
agreements; and (iii) likelihood that deferral of default will give the obligor
an opportunity to improve its business operations.
2. VOTING ON CHAPTER 11 PLANS OF LIQUIDATION OR REORGANIZATION. PIMCO
may consider the following when determining whether to vote for or against a
Chapter 11 plan in a case pending with respect to an obligor under debt
securities which are held on behalf of clients: (i) other alternatives to the
proposed plan; (ii) whether clients are treated appropriately and in accordance
with applicable law with respect to their distributions; (iii) whether the vote
is likely to increase or decrease recoveries to clients.
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MISCELLANEOUS PROVISIONS
1. SUCH OTHER BUSINESS. Proxy ballots sometimes contain a proposal
granting the board authority to "transact such other business as may properly
come before the meeting." PIMCO may consider the following factors when
developing a position on proxy ballots that contain a proposal granting the
board authority to "transact such other business as may properly come before the
meeting": (i) whether the board is limited in what actions it may legally take
within such authority; and (ii) PIMCO's responsibility to consider actions
before supporting them.
2. EQUAL ACCESS. PIMCO may consider the following factors when voting
on equal access: (i) the opportunity for significant company shareholders to
evaluate and propose voting recommendations on proxy proposals and director
nominees, and to nominate candidates to the board; and (ii) the added complexity
and burden of providing shareholders with access to proxy materials.
3. CHARITABLE CONTRIBUTIONS. PIMCO may consider the following factors
when voting on charitable contributions: (i) the potential benefits to
shareholders; and (ii) the potential impact on the issuer's resources that could
have been used to increase shareholder value.
4. SPECIAL INTEREST ISSUES. PIMCO may consider the following factors
when voting on special interest issues: (i) the long-term benefit to
shareholders of promoting corporate accountability and responsibility on social
issues; (ii) management's responsibility with respect to special interest
issues; (iii) any economic costs and restrictions on management; (iv) a client's
instruction to vote proxies in a specific manner and/or in a manner different
from these Policies and Procedures; and (v) the responsibility to vote proxies
for the greatest long-term shareholder value.
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232626.11.03
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