Proxy Voting Policy
Section 10.2 of National Instrument 81-106 – Investment Fund Continuous Disclosure (“NI 81-106”) requires an investment fund (“Fund”) to establish policies and procedures to determine whether, and how, to vote on any matter for which the Fund receives, in its capacity as securityholder, proxy materials for a meeting of security holders of an issuer. The policies and procedures must include:
- a) a standing policy for dealing with routine matters on which the Fund may vote;
- b) the circumstances under which the Fund will deviate from the standing policy for routine matters;
- c) the policies under which, and the procedures by which, the Fund will determine how to vote or refrain from voting on non-routine matters; and
- d) procedures to ensure that portfolio securities held by the Fund are voted in accordance with the instructions of the investment fund.
The Funds have delegated responsibility for voting its proxy to the Funds’ Investment Manager, Investment Adviser and Subadvisers (collectively “the Advisers”). The Advisers have adopted proxy voting policies and procedures to ensure the proper, and timely, voting of the proxies on behalf of the Funds. Moreover, the Advisers will assist the Funds in the preparation of each Fund’s complete proxy voting record for the twelve-month period ended June 30, by no later than August 31 of each year. If a Fund receives a request for the proxy voting record, the Fund will promptly send the most recent copy of the investment fund’s proxy voting policies and procedures and proxy voting record, without charge, to any securityholder after August 31.
Each Fund shall ensure that its investment manager, investment adviser and subadvisers are compliant with applicable rules and regulations. These rules and regulations require, in part, that each Fund disclose how it votes each proxy. The rules and regulations also require that the Advisers disclose that they have (1) adopted and implemented proxy voting policies; and (2) adopted procedures regarding how each portfolio security is voted in relation to each Fund. The Adviser must disclose that the procedures are the following:
- are written;
- are reasonably designed to ensure that the adviser votes proxies in the best interest of the adviser’s clients;
- describe the adviser’s proxy voting procedures to the adviser’s clients and provides copies of the adviser’s proxy voting procedures on request;
- set forth the process by which the adviser evaluates the issues presented by a proxy and records the adviser’s decision about how the proxy will be voted;
- establish procedures for the identification and handling of proxies that involve material conflicts of interest with the adviser’s clients; and
- disclose to the adviser’s clients how the clients may obtain information on how the adviser voted the clients’ proxies.
Sub-advisers to the Funds must have procedures and internal controls to ensure compliance with proxy voting regulations. Specifically, the sub-advisers must have procedures for the reporting of proxy voting, and communicating changes in proxy voting policies to the Funds. Prior to Board approval of new advisers, the Chief Compliance Officer (“CCO”) reviews the proxy voting policies and procedures of the sub-adviser. The CCO ensures that any inadequate procedures or controls of a sub-adviser are reported to the Board and must be corrected in a timely manner.