Proxy voting guidelines for U.S. portfolio companies.

The fund’s primary interest is to ensure that the individuals who represent the interests of all shareholders are independent, committed, capable, diverse, and appropriately experienced. Diversity of thought, background, and experience, as well as of personal characteristics (such as gender, race, and age), meaningfully contributes to a board’s ability to serve as effective, engaged stewards of shareholders’ interests.

Directors’ responsibilities are complex and time-consuming. Because of the demands of board and committee memberships, a director can be “overboarded.” While no two boards are identical and time commitments may vary, we believe that the limitations below are appropriate absent compelling evidence to the contrary.

A fund will vote against any director who is a named executive officer (NEO) and sits on more than one outside public board. It will generally vote against the nominee at each company where he/she serves as a nonexecutive director. A fund will also vote against any director who serves on five or more public company boards. It will vote against the director at each of these companies except, generally, one where he/she serves as chair of the board.

A fund might vote for an overboarded director if the director has publicly committed to stepping down from the other directorship(s) necessary to fall within the thresholds listed above.