1.1 The EFG Holding Group (“EFG” or “Group”) recognizes its fiduciary obligation to act in the best interests of all clients. One way EFG represents its clients in corporate governance matters is through the proxy voting process.

1.2 This policy sets out EFG’s approach to proxy voting in the context of portfolio management, client service responsibilities, and corporate governance principles.

This Policy applies to all countries and/or jurisdictions in which EFG operates and extends to any additional countries and/or jurisdictions where EFG commences operations and/or has an active registration or license in the activity of managing client investments.

This Policy applies to all EFG employees acting in any capacity, Directors, Officers, secondees, people on work experience, contractors, authorised representatives and consultants in all EFG businesses.

In this Policy, “EFG” means the EFG Holding Group and its subsidiaries and affiliates.

1. The objective of EFG’s Proxy Voting Policy is to promote the economic interests of its clients. EFG considers that proxy voting rights are an important power, which if exercised diligently can enhance client returns, and should be managed with the same care as any other asset managed on behalf of its clients.
2. At no time will EFG use the shareholding powers exercised in respect of its clients’ investments to advance its own commercial interests at the expense of clients’ interests, to pursue a social or political cause that is unrelated to clients’ economic interests, or to favour a particular client or other relationship to the detriment of others.
3. The exercise of proxy voting rights is only one aspect of EFG’s investment management process. EFG also participates in and influences corporate decision-making in other ways. For instance, it regularly communicates with the senior management of companies to discuss matters of strategy, performance, governance, remuneration or approach to risk management, and collectively with other investors to ensure companies are aware of concerns. d. A primary aim of this Policy is to encourage a culture of performance among investee companies, rather than one of mere conformance with a prescriptive set of rules and constraints.
4. A primary aim of this Policy is to encourage a culture of performance among investee companies, rather than one of mere conformance with a prescriptive set of rules and constraints.
5. EFG’s aim is to review shareholder resolutions of investee companies on a case by case basis. EFG will elect to exercise its voting rights when it has the authority and when it deems it appropriate to do so.
6. In exercising its voting discretion, EFG may take into account the following:

• EFG does not intend to become involved in the day to day management issues of companies, but rather exercises voting rights to ensure that companies act in the best interest of their shareholders;
• EFG will exercise voting rights in appropriate cases in order to improve the corporate governance of investee companies;
• The size of holding and the likelihood that exercising voting rights will influence the outcome of the resolution;
• The nature of the matter at hand;
• The advantage which may result from exercising voting rights including whether it will advance investment objectives;
• Any institutional client instructions as to exercising voting rights, whether for particular companies or particular issues;
• Other legal and ethical considerations, such as whether there may be any actual or potential conflict of interest in exercising voting rights; and
• Possible actions which may be taken instead of, or as well as, exercising voting rights, such as liaising with management, taking steps to initiate shareholder legal action or joining with other shareholders to take collective action or where the collective action will generate significant media interest.

Impractical or not possible to do so. These circumstances include, but are not limited to, the following:

1. Untimely notice of shareholder meetings;
2. Markets that require securities to be “blocked” or registered to vote at a company’s meeting; and
3. Power of attorney documentation is required.

1. There may be instances where EFGs interests conflict, or appear to conflict, with client interests. EFG’s duty is to vote proxies in the best interests of its clients.
2. In situations where there is a conflict of interest or a perceived conflict of interest, EFG has specific guidelines to determine steps in its Compliance Manual to manage the potential and actual conflicts. Possible resolutions may include:

• Vote in accordance with the recommendations of a third party research provider; or
• Refrain from exercising its proxy voting rights; or
• Disclose the conflict to the client and obtain the client’s direction to vote the proxies.

1. The implementation of EFG’s voting policy is always subject to any directions from its clients. Generally, EFG does not seek the views of clients before exercising its discretion to vote or initiating shareholder action as to individual issues. This is primarily due to the time constraints usually experienced in exercising proxy votes, the number of clients and the often routine nature of many voting issues.
2. Some clients will from time to time direct EFG on specific proxy voting issues, including where EFG has disclosed a conflict of interest to a client. EFG will implement that direction to the extent that it is able and subject to the terms of the applicable Investment Management Agreement.

It is EFG’s intention to vote all proposals at every meeting. However, there are instances when voting is not practical or is not, in our view, in the best interests of our clients.

As a responsible, long-term oriented investor, ESG matters have become increasingly important for EFG. The Group hasan Environmental, Social and Corporate Governance (ESG) Policy, which outlines our approach to ESG and how our investment professionals take ESG issues into account as a part of the investment process.

1. EFG will keep records of its proxy voting activities in accordance with EFG record keeping requirements
2. In the case of its institutional clients, and subject to the terms of the relevant Investment Management Agreement, EFG may be required to report periodically to the client on proxy voting activities for investments owned by the client.

This Policy is reviewed at least annually by the Policy owner. Material proposed amendments are submitted to Group Board and Executive Committee for approval. Non-material amendments are approved by the Chief Risk and Compliance Officer.

The Chief Risk and Compliance Officer is responsible for developing a suitable communication plan to publicise the Policy, and its key features, to all employees.