BROOKFIELD INVESTMENT MANAGEMENT INC.
PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES
MAY 2012
The Portfolio Proxy Voting Policies and Procedures (the "Policies and
Procedures") set forth the proxy voting policies, procedures and guidelines to
be followed by Brookfield Investment Management Inc. and its subsidiaries and
affiliates (collectively, "BIM") in voting portfolio proxies relating to
securities that are held in the portfolios of the investment companies or other
clients ("Clients") for which BIM has been delegated such proxy voting
authority. A. PROXY VOTING COMMITTEE BIM's internal proxy voting committee (the
"Committee") is responsible for overseeing the proxy voting process and ensuring
that BIM meets its regulatory and corporate governance obligations in voting of
portfolio proxies.
The Committee shall oversee the proxy voting agent's compliance with these
Policies and Procedures, including any deviations by the proxy voting agent from
the proxy voting guidelines ("Guidelines").
B. ADMINISTRATION AND VOTING OF PORTFOLIO PROXIES
1. FIDUCIARY DUTY AND OBJECTIVE
As an investment adviser that has been granted the authority to vote on
portfolio proxies, BIM owes a fiduciary duty to its Clients to monitor corporate
events and to vote portfolio proxies consistent with the best interests of its
Clients. In this regard, BIM seeks to ensure that all votes are free from
unwarranted and inappropriate influences. Accordingly, BIM generally votes
portfolio proxies in a uniform manner for its Clients and in accordance with
these Policies and Procedures and the Guidelines.
In meeting its fiduciary duty, BIM generally view proxy voting as a way to
enhance the value of the company's stock held by the Clients. Similarly, when
voting on matters for which the Guidelines dictate a vote be decided on a
case-by-case basis, BIM's primary consideration is the economic interests its
Clients.
2. PROXY VOTING AGENT
BIM may retain an independent third party proxy voting agent to assist BIM in
its proxy voting responsibilities in accordance with these Policies and
Procedures and in particular, with the Guidelines. As discussed above, the
Committee is responsible for monitoring the proxy voting agent.
In general, BIM may consider the proxy voting agent's research and analysis as
part of BIM's own review of a proxy proposal in which the Guidelines recommend
that the vote be considered on a case-by-case basis. BIM bears ultimate
responsibility for how portfolio proxies are voted. Unless instructed otherwise
by BIM, the proxy voting agent, when retained, will vote each portfolio proxy in
accordance with the Guidelines. The proxy voting agent also will assist BIM in
maintaining records of BIM's portfolio proxy votes, including the appropriate
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records necessary for registered investment companies to meet their regulatory
obligations regarding the annual filing of proxy voting records on Form N-PX
with the Securities and Exchange Commission ("SEC").
3. MATERIAL CONFLICTS OF INTEREST
BIM votes portfolio proxies without regard to any other business relationship
between BIM and the company to which the portfolio proxy relates. To this end,
BIM must identify material conflicts of interest that may arise between a Client
and BIM, such as the following relationships:
o BIM provides significant investment advisory or other services to a
portfolio company or its affiliates (the "Company") whose management
is soliciting proxies or BIM is seeking to provide such services;
o BIM serves as an investment adviser to the pension or other
investment account of the Company or BIM is seeking to serve in that
capacity; or
o BIM and the Company have a lending or other financial-related
relationship. In each of these situations, voting against the
Company management's recommendation may cause BIM a loss of revenue
or other benefit.
BIM generally seeks to avoid such material conflicts of interest by maintaining
separate investment decision-making and proxy voting decision-making processes.
To further minimize possible conflicts of interest, BIM and the Committee employ
the following procedures, as long as BIM determines that the course of action is
consistent with the best interests of the Clients:
o If the proposal that gives rise to a material conflict is
specifically addressed in the Guidelines, BIM will vote the
portfolio proxy in accordance with the Guidelines, provided that the
Guidelines do not provide discretion to BIM on how to vote on the
matter (i.e., case-by-case); or
o If the previous procedure does not provide an appropriate voting
recommendation, BIM may retain an independent fiduciary for advice
on how to vote the proposal or the Committee may direct BIM to
abstain from voting because voting on the particular proposal is
impracticable and/or is outweighed by the cost of voting.
4. CERTAIN FOREIGN SECURITIES
Portfolio proxies relating to foreign securities held by Clients are subject to
these Policies and Procedures. In certain foreign jurisdictions, however, the
voting of portfolio proxies can result in additional restrictions that have an
economic impact to the security, such as "share-blocking." If BIM votes on the
portfolio proxy, share-blocking may prevent BIM from selling the shares of the
foreign security for a period of time. In determining whether to vote portfolio
proxies subject to such restrictions, BIM, in consultation with the Committee,
considers whether the vote, either in itself or together with the votes of other
shareholders, is expected to affect the value of the security that outweighs the
cost of voting. If BIM votes on a portfolio proxy and during the
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"share-blocking period," BIM would like to sell the affected foreign security,
BIM, in consultation with the Committee, will attempt to recall the shares (as
allowable within the market time-frame and practices).
C. FUND BOARD REPORTING AND RECORDKEEPING
BIM will prepare periodic reports for submission to the Boards of Directors of
its affiliated funds (the "Funds") describing:
o any issues arising under these Policies and Procedures since the
last report to the Funds' Boards of Directors/Trustees and the
resolution of such issues, including but not limited to, information
about conflicts of interest not addressed in the Policies and
Procedures; and
o any proxy votes taken by BIM on behalf of the Funds since the last
report to such Funds' Boards of Directors/Trustees that deviated
from these Policies and Procedures, with reasons for any such
deviations.
In addition, no less frequently than annually, BIM will provide the Boards of
Directors/Trustees of the Funds with a written report of any recommended changes
based upon BIM's experience under these Policies and Procedures, evolving
industry practices and developments in the applicable laws or regulations.
BIM will maintain all records that are required under, and in accordance with,
all applicable regulations, including the Investment Company Act of 1940, as
amended, and the Investment Advisers Act of 1940, which include, but not limited
to:
o these Policies and Procedures, as amended from time to time;
o records of votes cast with respect to portfolio proxies, reflecting
the information required to be included in Form N-PX, as applicable;
o records of written client requests for proxy voting information and
any written responses of BIM to such requests; and
o any written materials prepared by BIM that were material to making a
decision in how to vote, or that memorialized the basis for the
decision.
D. AMENDMENTS TO THESE PROCEDURES
The Committee shall periodically review and update these Policies and Procedures
as necessary. Any amendments to these Procedures and Policies (including the
Guidelines) shall be provided to the Board of Directors of BIM and to the Boards
of Directors of the Funds for review and approval.
E. PROXY VOTING GUIDELINES
Guidelines are available upon request.
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