Summary of Proxy Voting Policies and Procedures
Ruane Cunniff LP has adopted proxy voting policies and procedures (“procedures”) that are designed to ensure that Ruane Cunniff LP votes proxies with respect to client securities in the best interest of its clients. The procedures also require that Ruane Cunniff LP identify and address conflicts of interest between Ruane Cunniff LP and its clients. If a material conflict of interest exists, Ruane Cunniff LP will determine whether voting in accordance with the guidelines set forth in the procedures is in the best interest of the client or take some other appropriate action.
Ruane Cunniff LP generally votes in favor of routine corporate housekeeping proposals including the election of directors (where no corporate governance issues are implicated). Ruane Cunniff LP generally votes against poison pills and proposals for compensation plans deemed to be excessive. For all other proposals, Ruane Cunniff LP will determine whether a proposal is in the best interest of its clients and may take into account the following factors, among others: (i) whether the proposal was recommended by management and Ruane Cunniff LP’s opinion of management; (ii) whether the proposal acts to entrench existing management; and (iii) whether the proposal fairly compensates management for past and future performance.
The firm has retained Broadridge Investor Communication Solutions, Inc. to assist us in processing the proxy votes for the shares in your account over which we exercise discretion. Clients who wish to vote their proxies directly may do so by forwarding a written request to: Compliance Department, Ruane Cunniff LP, 45 Rockefeller Plaza, 34th Floor, New York, NY 10111. Ruane Cunniff LP will vote proxies only for securities managed by the firm. Ruane Cunniff LP may vote proxies for securities not managed by the firm under very limited circumstances and with investor consent. Clients may obtain a copy of Ruane Cunniff LP’s proxy voting policies and procedures and information about how Ruane Cunniff LP voted a client’s proxies by contacting Compliance Department, Ruane Cunniff LP, 45 Rockefeller Plaza, 34th Floor, New York, NY 10111 or by telephone at (212) 832-5280.