Item 17. Voting Client Securities


A. If we have, or will accept, proxy authority to vote client securities, we must briefly describe our voting policies and procedures, including those adopted pursuant to SEC Rule 206(4)-6.

SEC Rule 206(4)-6 requires investment advisers who have voting authority with respect to securities held in their clients’ accounts to monitor corporate actions and vote proxies in their clients’ interests. We are required by the SEC to adopt written policies and procedures, make those policies and procedures available to clients, and retain certain records with respect to proxy votes cast.
Our firm votes client proxies for clients participating in the Wrap Fee Program Account Management. It should be noted that our firm does not vote proxies for Alternative Investments and Independent Money Managers’ Programs as this is the separate responsibility of these parties. We understand our duty to vote client proxies and to do so in the best interest of our clients. Our firm further understands that any material conflicts between our interests and those of our clients with regard to proxy voting must be resolved before proxies are voted. We subscribe to a proxy monitor and voting agent service, which includes access to proxy analysis with research and vote recommendations. Our firm will generally vote in accordance with the recommendations of the proxy voting firm we subscribe to, but may vote in a different fashion on particular votes if we determine that such actions are in the best interest of its clients. Where applicable, we will consider any specific voting guidelines designated in writing by a client. Clients may request a copy of our firm’s written policies and procedures regarding proxy voting and/or information on how particular proxies were voted.

B. Whether we pay for proxy voting services with soft dollars or pass the cost on to our clients through a supplement to our advisory fee.

We do not pay for proxy voting services with soft dollars. Also, we do not charge an additional fee to vote proxies.