B-1 STATEMENT OF ADDITIONAL INFORMATION Dated May 1 ...

US Proxy Voting Guidelines Summary1. AuditorsVote CASE-BY-CASE on shareholder proposals on auditor rotation, taking into account these factors:• Tenure of the audit firm• Establishment and disclosure of a renewal process whereby the auditor is regularly evaluated for bothaudit quality and competitive price• Length of the rotation period advocated in the proposal• Significant audit-related issues• Number of audit committee meetings held each year• Number of financial experts serving on the committee2. Board of DirectorsVoting on Director Nominees in Uncontested ElectionsGenerally, vote CASE-BY-CASE. But WITHHOLD votes from:• Insiders and affiliated outsiders on boards that are not at least majority independent• Directors who sit on more than six boards, or on more than two public boards in addition to their ownif they are CEOs of public companies• Directors who adopt a poison pill without shareholder approval since the company’s last annualmeeting and there is no requirement to put the pill to shareholder vote within 12 months of itsadoption• Directors who serve on the compensation committee when there is a negative correlation betweenchief executive pay and company performance (fiscal year end basis)• Directors who have failed to address the issue(s) that resulted in any of the directors receiving morethan 50% withhold votes out of those cast at the previous board electionClassification/Declassification of the BoardVote AGAINST proposals to classify the board.Vote FOR proposals to repeal classified boards and to elect all directors annually.Independent Chairman (Separate Chairman/CEO)Vote FOR shareholder proposals asking that the chairman and CEO positions be separated (independentchairman), unless the company has a strong countervailing governance structure, including a leaddirector, two-thirds independent board, all independent key committees, and established governanceguidelines. Additionally, the company should not have underperformed its peers.Majority of Independent Directors/Establishment of CommitteesVote FOR shareholder proposals asking that a majority or more of directors be independent unless theboard composition already meets the ISS definition of independence.Open Access (shareholder resolution)Vote CASE-BY-CASE basis, taking into account the ownership threshold proposed in the resolution andthe proponent’s rationale.3. Shareholder RightsShareholder Ability to Act by Written ConsentVote AGAINST proposals to restrict or prohibit shareholder ability to take action by written consent.Vote FOR proposals to allow or make easier shareholder action by written consent.B-99