In accordance with the requirements of Rule 206(4)-6 under the Investment Advisers Act of 1940 (the “Advisers Act”), Peregrine Investment Advisors, LLC (“Peregrine”) has adopted the following proxy voting policy with respect to those assets for which a client has vested Peregrine with discretionary investment management authority (the “assets”).
Unless a client directs otherwise, in writing, Peregrine shall be responsible for: (1) directing the manner in which proxies solicited by issuers of securities beneficially owned by the client shall be voted, and (2) making all elections relative to any mergers, acquisitions, and tender offers. However, the client shall maintain exclusive responsibility for all legal proceedings or other type events pertaining to the assets, including, but not limited to, class action lawsuits. Peregrine and/or the client shall correspondingly instruct each custodian of the assets to forward to Peregrine copies of all proxies and shareholder communications relating to the assets. Absent mitigating circumstances and/or conflicts of interest (to the extent any such circumstance or conflict is presented, if ever, information pertaining to how Peregrine addressed any such circumstance or conflict shall be maintained by Peregrine - see examples below), it is Peregrine’s general policy to vote proxies consistent with the recommendation of the senior management of the issuer. If Peregrine determines that the recommendation(s) from senior management concerns a matter that presents a heightened conflict of interest, Peregrine may vote contrary to the recommendation. Peregrine shall monitor corporate actions of individual issuers and investment companies consistent with Peregrine’s fiduciary duty to vote proxies in the best interests of its clients and uninfluenced by conflicts of interest. With respect to individual issuers, Peregrine may be solicited to vote on matters including corporate governance, adoption or amendments to compensation plans (including stock options), and matters involving social issues and corporate responsibility. Peregrine will reasonably determine the effect of the vote on the assets and to ensure its voting is not based on materially inaccurate or incomplete information. With respect to investment companies (e.g., mutual funds), Peregrine may be solicited to vote on matters including the approval of advisory contracts, distribution plans, and mergers. Peregrine shall maintain records pertaining to proxy voting and comply with any reporting obligations as required pursuant to Rule 204-2 (c)(2) under the Advisers Act.
Copies of Rules 206(4)-6 and 204-2(c)(2) are available upon written request. In addition, information pertaining to how Peregrine voted on any specific proxy issue is also available upon written request. Any questions regarding Peregrine’s proxy voting policy shall be directed to Kevin Anthony, Chief Compliance Officer of Peregrine.
Mitigating Circumstances/Conflicts of Interest
The following are examples of mitigating circumstances and/or conflicts of interest: (1) an adviser or its affiliate may manage a pension plan, administer employee benefit plans, or provide brokerage, underwriting, insurance, or banking services to a company whose management is soliciting proxies; (2) an adviser may have business or personal relationships with participants in proxy contests, corporate directors, or candidates for directorships, etc.; (3) an adviser has a business relationship not with the company but with a proponent of a proxy proposal that may affect how it casts votes on client securities; and (4) senior management’s recommendation, in the opinion of Peregrine, is not in the best interests of the client.
In order to mitigate these conflicts of interests, Peregrine will vote proxies (i) with an understanding of its clients’ objectives, (ii) in the best interests of its clients and (iii) will not put its own interests ahead of its clients.
Pre-Population of Voting Proxies/Engagement of a Proxy Voting Vendor
Pre-population and automated voting occur before the proxy voting submission deadline. In the event that the Peregrine pre-populates clients’ votes (or engages a proxy voting vendor that does so) Peregrine will determine whether an issuer plans to file or has already filed additional materials reflecting its views regarding the voting recommendation. Peregrine will make this determination as part of its reasonable due diligence into matters on which it votes (or, in the event that Peregrine engages a proxy voting advisory firm or automated voting process, ascertain the vendor’s corresponding due diligence process). To discharge this obligation, Peregrine will determine whether it (or the proxy firm that it engages) has the ability to react to or address circumstances where Peregrine (or the proxy firm that it engages) becomes aware that an issuer intends to file or has filed additional soliciting materials with the SEC after Peregrine (or the proxy firm that it engages) has made its voting determination before the submission deadline.
Please Note: As February 1, 2021, Peregrine no longer accepts proxy voting authority for new clients and is actively removing its proxy voting authority for existing clients. For those clients for whom Peregrine still votes client proxies, the Proxy Voting Policy is above. This Policy will no longer apply as of such time when Peregrine no longer has proxy voting authority for any of its clients.
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