Policy

Navellier, as a matter of policy and as a fiduciary to our clients, which includes any sub-advised funds, who request that the firm vote on corporate matters on their behalf, has responsibility for voting proxies for portfolio securities consistent with the best economic interests of the clients. Our firm maintains written policies and procedures as to the handling, research, voting, and reporting of proxy voting and makes appropriate disclosures about our firm’s proxy policies and practices. Our policy and practice includes the responsibility to receive and vote client proxies and disclose any potential conflicts of interest as well as make information available to clients about the voting of proxies for their portfolio securities and maintaining relevant and required records.

Class Actions and Other Litigation Matters

As a matter of policy, we disclaim any responsibility or obligation to:

  • Monitor for the initiation of any class action or other litigation involving any past or current holdings of client accounts, including any sub-advised funds;
  • Advise about “Proofs of Claims” or settlement elections; or
  • Prepare, file, or otherwise process “Proofs of Claims” or settlement elections, other than to confirm, upon a client’s request, past account holdings of specific securities.

Should a client notify us of a litigation matter and provide adequate advance notice, we will forward the requisite information in our possession. It will be the client’s responsibility to make whatever filings or elections necessary or wished. These services are not provided to third parties, which may include account custodians, claim administrators, actual or prospective “lead plaintiffs.”

Background

Proxy voting is an important right of shareholders and reasonable care and diligence must be undertaken to ensure that such rights are properly and timely exercised.

Investment advisers registered with the SEC, and which exercise voting authority with respect to client securities, are required by Rule 206(4)-6 of the Advisers Act to (a) adopt and implement written policies and procedures that are reasonably designed to ensure that client securities are voted in the best interests of clients, which must include how an adviser addresses material conflicts that may arise between an adviser’s interests and those of its clients; (b) to disclose to clients how they may obtain information from the adviser with respect to the voting of proxies for their securities; (c) to describe to clients a summary of its proxy voting policies and procedures and, upon request, furnish a copy to its clients; and (d) maintain certain records relating to the adviser’s proxy voting activities when the adviser does have proxy voting authority.

Responsibility

The Compliance Department has the responsibility for the administering and monitoring of the firm’s proxy voting policy, practices, disclosures, and recordkeeping, including outlining our voting guidelines in our procedures.

Voting Procedures

All employees will forward any proxy materials received on behalf of clients to the Proxy Coordinator.

Without limiting its obligations to its clients regarding proxy voting, Navellier will generally engage a third party proxy voting service. The Portfolio Managers shall be responsible for the selection of the third party proxy voting service. The Portfolio Managers shall be responsible for reviewing and approving the proxy voting guidelines provided by the third party proxy voting service.

The Proxy Coordinator will determine which client accounts hold the security to which the proxy relates.

Disclosure

Navellier will provide conspicuously displayed information in its Disclosure Document summarizing its proxy voting policy and procedures, including a statement that clients may request information regarding how Navellier voted a client’s proxies and that clients may request a copy of these policies and procedures.

Navellier shall maintain a link to its proxy voting policy and procedures on its website.

Client Requests for Information

All client requests for information regarding proxy votes or policies and procedures received by any employee should be forwarded to the Lead Programmer.

In response to any request, the Proxy Coordinator will prepare a written response to the client with the information requested, and as applicable, will include the name of the issuer, the proposal voted upon, and how Navellier voted the client’s proxy with respect to each proposal about which the client inquired.

Voting Guidelines

In the absence of specific voting guidelines from the client, Navellier will vote proxies in the best interests of each particular client. Navellier’s policy is to vote all proxies from a specific issuer the same way for each client absent qualifying restrictions from a client. Clients are permitted to place reasonable restrictions on Navellier’s voting authority in the same manner that they may place such restrictions on the actual selection of account securities.

Navellier will generally vote in favor of routine corporate housekeeping proposals, such as the election of directors and selection of auditors absent conflicts of interest raised by an auditors non-audit services.

Navellier will generally vote against proposals that cause board members to become entrenched or cause unequal voting rights.

In reviewing proposals, Navellier will further consider the opinion of management and the effect on management and the effect on shareholder value and the issuer’s business practices.

Conflicts of Interest

Navellier will identify any conflicts that exist between the interests of the adviser and the client by reviewing the relationship of Navellier with the issuer of each security to determine if Navellier or any of its employees has any financial, business, or personal relationship with the issuer.

If a material conflict of interest exists, the Portfolio Manager will determine whether it is appropriate to disclose the conflict to the affected clients, to give the clients an opportunity to vote the proxies themselves, or to address the voting issue through other objective means, such as voting in a manner consistent with a predetermined voting policy or receiving an independent third party voting recommendation.

Navellier will maintain a record of the voting resolution of any conflict of interest.

Recordkeeping

The Proxy Coordinator shall retain the following proxy records in accordance with the firm’s six-year retention requirement.

  1. These policies and procedures and any amendments;
  2. Each proxy statement that Navellier receives;
  3. A record of each vote that Navellier casts;
  4. Any document Navellier created that was material to making a decision how to vote proxies or that memorializes that decision;
  5. A copy of each written request from a client for information on how Navellier voted such client’s proxies and a copy of any written response;
  6. Without limiting its obligations to its clients regarding proxy voting, Navellier may use a third party proxy voting service for certain recordkeeping requirements.

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