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- **Document type:** Agency decision

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD
GENERAL INSTRUCTIONS

A.

Rule as to Use of Form N-PX.

Form N-PX is to be used by a registered management investment company, other than a
small business investment company registered on Form N-5 (17 CFR 239.24 and 274.5), to file
the registered management investment company’s complete proxy voting record pursuant to
Section 30 of the Investment Company Act of 1940 (“Investment Company Act”) and Rule
30b1-4 thereunder (17 CFR 270.30b1-4). Form N-PX also is to be used by a person that is
required to file reports under Rule 13f-1 (“Institutional Manager”), to file the Institutional
Manager’s proxy voting record regarding votes pursuant to Sections 14A(a) and (b) of the
Securities Exchange Act of 1934 (“Exchange Act”) on certain executive compensation matters,
pursuant to Section 14A(d) of the Exchange Act and Rule 14Ad-1 thereunder (17 CFR
240.14Ad-1). Form N-PX is to be filed not later than August 31 of each year for the most recent
12-month period ended June 30, except in the case of Institutional Managers that make initial or
final filings on Form 13F during the relevant 12-month period as described in General
Instruction F.
B.

Application of General Rules and Regulations.

The General Rules and Regulations under the Investment Company Act and the
Exchange Act contain certain general requirements that are applicable to reporting on any form
under those Acts. These general requirements should be read and observed carefully in the
preparation and filing of reports on this form, except that any provision in the form or in these
instructions is controlling.
C.

Joint Reporting Rules.
1.

If two or more Institutional Managers, each of which is required by Rule 14Ad-1 to
file a report on Form N-PX for the reporting period, exercised voting power over the
same securities on a vote pursuant to Section 14A(a) or (b) of the Exchange Act, only
one such Institutional Manager must include the information regarding that vote in its
report on Form N-PX.

2.

Two or more Institutional Managers that are affiliated persons, as defined in Section
2(a)(3) of the Investment Company Act, may file a joint report on a single Form N-

PX notwithstanding that such Institutional Managers do not exercise voting power
over the same securities.
3.

An Institutional Manager is not required to report proxy votes that are reported on a
Form N-PX report that is filed by a Fund.

4.

An Institutional Manager that exercised voting power over any security with respect
to proxy votes that are reported by another Institutional Manager or Managers
pursuant to General Instruction C.1 or C.2, or are reported on a Form N-PX report
filed by a Fund, must identify each Institutional Manager and Fund reporting on its
behalf in the manner described in Special Instruction B.2.d. and B.2.e.

5.

An Institutional Manager reporting proxy votes on behalf of another Institutional
Manager pursuant to General Instruction C.1 or C.2 must identify any other
Institutional Managers on whose behalf the filing is made in the manner described in
Special Instruction C.2.

6.

A Fund reporting proxy votes that would otherwise be required to be reported by an
Institutional Manager must identify any Institutional Managers on whose behalf the
filing is made in the manner described in Special Instruction C.2.

D.

Signature and Filing of Report.
1.

2.

E.

a.

For reports filed by a Fund, the report must be signed on behalf of the Fund by its
principal executive officer or officers. For reports filed by Institutional Managers,
the report must be signed on behalf of the Institutional Manager by an authorized
person. Attention is directed to Rule 12b-11 under the Exchange Act and Rule 8b11 under the Investment Company Act concerning signatures.

b.

The name and title of each person who signs the report shall be typed or printed
beneath his or her signature.

A reporting person must file reports on Form N-PX electronically using the
Commission’s Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”)
system in accordance with Regulation S-T. Consult the EDGAR Filer Manual and
Appendices for EDGAR filing instructions.
Definitions.
As used in this Form N-PX, the terms set out below have the following meanings:

“Fund” means a registered management investment company (other than a small business
investment company registered on Form N-5 (17 CFR 239.24 and 274.5)) or a separate Series of
the registered management investment company.
“Institutional Manager” means a person that is required to file reports under Rule 13f-1
under the Exchange Act.

2

“LEI” means, with respect to any company, the “legal entity identifier” as assigned by a
utility endorsed by the Global LEI Regulatory Oversight Committee or accredited by the Global
LEI Foundation. “Reporting Person” means the Institutional Manager or Fund filing this report
or on whose behalf the report is filed.
“Series” means shares issued by a registered management investment company that
represent undivided interests in a portfolio of investments and that are preferred over all other
series of shares for assets specifically allocated to that series in accordance with Rule 18f-2(a)
under the Investment Company Act [17 CFR 270.18f-2(a)].
F.

Transition Rules for Institutional Managers
1.

An Institutional Manager is not required to file a report on Form N-PX for the
12-month period ending June 30 of the calendar year in which the manager’s initial
filing on Form 13F is due pursuant to Rule 13f-1 under the Exchange Act. For
purposes of this paragraph, an “initial filing” on Form 13F means any quarterly filing
on Form 13F if no filing on Form 13F was required for the immediately preceding
calendar quarter.

2.

An Institutional Manager is not required to file a report on Form N-PX with respect to
any shareholder vote at a meeting that occurs after September 30 of the calendar year
in which the manager’s final filing on Form 13F is due pursuant to Rule 13f-1 under
the Exchange Act. An Institutional Manager is required to file a Form N-PX for the
period July 1 through September 30 of the calendar year in which the manager’s final
filing on Form 13F is due pursuant to Rule 13f-1 under the Exchange Act; this filing
is required to be made not later than March 1 of the immediately following calendar
year. For purposes of this paragraph, a “final filing” on Form 13F means any
quarterly filing on Form 13F if no filing on Form 13F is required for the immediately
subsequent calendar quarter.
SPECIAL INSTRUCTIONS

A.

Organization of Form N-PX.
1.

2.

B.

This form consists of three parts: the Form N-PX Cover Page (“Cover Page”), the
Form N-PX Summary Page (“Summary Page”), and the proxy voting information
required by the form (“Proxy Voting Information”).
Present the Cover Page and the Summary Page information in the format and order
provided in the form. Do not include any additional information on the Summary
Page.
Cover Page.

1.

Amendments to a Form N-PX report must either restate the Form N-PX report in its
entirety or include only proxy voting information that is being reported in addition to
the information already reported in a current public Form N-PX report for the same
period. If the Form N-PX report is filed as an amendment, then the reporting person

3

must check the amendment box on the Cover Page, enter the amendment number, and
check the appropriate box to indicate whether the amendment (a) is a restatement or
(b) adds new Proxy Voting Information. Each amendment must include a complete
Cover Page and, if applicable, a Summary Page.
2.

Designate the Report Type for the Form N-PX report by checking the appropriate box
in the Report Type section of the Cover Page, and include, where applicable, the List
of Other Persons Reporting for this Manager (on the Cover Page), the Summary Page,
and the Proxy Voting Information, as follows:
a.

For a report by a Fund, if the Fund held one or more securities it was entitled to
vote, check the box for Report Type “Fund Voting Report,” omit from the Cover
Page the List of Other Persons Reporting for this Manager, and include both the
Summary Page and the Proxy Voting Information.

b.

For a report by a Fund, if the Fund did not hold any securities it was entitled to
vote and therefore does not have any proxy votes to report, check the box for
Report Type “Fund Notice Report” and file the Cover Page, required signature,
and, if applicable, the Summary Page information about the series.

c.

For a report by an Institutional Manager that includes all proxy votes required to
be reported by the Institutional Manager, check the box for Report Type
“Institutional Manager Voting Report,” omit from the Cover Page the List of
Other Persons Reporting for this Manager, and include both the Summary Page
and the Proxy Voting Information.

d.

For a report by an Institutional Manager, if no proxy votes are reported by the
Institutional Manager in the filing, check the box for Report Type “Institutional
Manager Notice Report,” on the Cover Page and complete the notice report filing
explanation section. If all the votes required to be reported by the Institutional
Manager are reported by another Institutional Manager or by one or more Funds,
check the explanatory box indicating “all proxy votes are reported by other
reporting persons,” include the List of Other Persons Reporting for this Manager,
and file the Cover Page and required signature only. All other reporting persons
may omit this section. If the reporting manager did not exercise voting power over
securities involving any reportable voting matter, check the explanatory box
indicating “the reporting person did not exercise voting power for any reportable
voting matter and therefore does not have any proxy votes to report for the
reporting period” and file the Cover Page and required signature only. If the
reporting manager has a policy not to vote on any proxy matters, clearly disclosed
the policy, and did not vote any proxy matters during the reporting period, check
the explanatory box indicating “the reporting person has a clearly disclosed policy
of not voting, and did not vote, on any proxy voting matters” and file the Cover
Page and required signature only.

e.

For a report by an Institutional Manager, if only part of the proxy votes required
to be reported by the Institutional Manager are reported by another Institutional

4

Manager or Managers or one or more Funds, check the box for Report Type
“Institutional Manager Combination Report,” include on the Cover Page the List
of Other Persons Reporting for this Manager, and include both the Summary Page
and the Proxy Voting Information.
3.

If the Institutional Manager has a number assigned by the Financial Industry
Regulatory Authority’s Central Registration Depository system or by the Investment
Adviser Registration Depository system (“CRD number”), provide the Manager’s
CRD number. If the Institutional Manager has a file number (e.g., 801-, 8-, 866-, 802) assigned by the Commission (“SEC file number”), provide the Manager’s SEC file
number. If the Reporting Person has a Legal Entity Identifier (“LEI”), provide the
Reporting Person’s LEI.

4.

The Cover Page may include information in addition to the required information, so
long as the additional information does not, either by its nature, quantity, or manner
of presentation, impede the understanding or presentation of the required information.
Place all additional information at the end of the Cover Page, except as permitted by
paragraph (o) of Item 1.

C.

Summary Page.
1.

Include on the Summary Page the total number of included Institutional Managers
with votes reported in this Form N-PX report pursuant to General Instruction C, not
counting the reporting person filing this report. See Special Instruction C.2. If none,
enter the number zero (“0”).

2.

Include on the Summary Page the list of included Institutional Managers with votes
reported in this Form N-PX report pursuant to General Instruction C. Use the title,
column headings, and format provided.
a.

If this Form N-PX report does not report the proxy votes of any Institutional
Manager other than the reporting person, enter the word “NONE” under the title
and omit the column headings and list entries.

b.

If this Form N-PX report reports the proxy votes of one or more Institutional
Managers other than the reporting person, enter in the list of included Institutional
Managers all such Institutional Managers together with their respective Form 13F
file numbers, if known, and, if they exist, any of the respective CRD Numbers,
LEIs, and SEC File Numbers assigned to each manager. (The Form 13F file
numbers are assigned to Institutional Managers when they file their first Form
13F). Assign a number to each Institutional Manager in the list of included
Institutional Managers, and present the list in sequential order. The numbers need
not be consecutive. Do not include the reporting person filing this report.

5

3.

D.

For reports filed by a Fund, include on the Summary Page: the total number of Series
of the Fund reported in this Form N-PX, if any; the name of each Series included;
each Series identification number; and the LEI for any Series of the Fund. If this
Form N-PX report does not report the proxy votes of any Series, enter the word
“NONE” under the title and omit the column headings and list entries.
Proxy Voting Information.

1.

Disclose the information required or permitted by Item 1 in the order presented in
paragraphs (a) through (o) of Item 1.

2.

A reporting person must provide the Council on Uniform Securities Identification
Procedures (“CUSIP”) number for the security pursuant to Item 1(b), unless the
CUSIP is not available through reasonably practicable means, e.g., in the case of
certain securities of foreign issuers. If the CUSIP is not available through reasonably
practicable means, the reporting person must provide the International Securities
Identification Number (“ISIN”) pursuant to Item 1(c), unless the ISIN is not available
through reasonably practicable means. A reporting person may choose to report the
global share class Financial Instrument Global Identifier (“FIGI”) for the security
pursuant to Item 1(d).

3.

Item 1(f) requires an identification of the matter voted on for all matters. If a form of
proxy in connection with a matter is subject to rule 14a-4 under the Exchange Act [17
CFR 240.14a-4], the description in Item 1(f) must: (i) use the same language that is
on the form of proxy to identify the matter; (ii) identify all matters in the same order
as on the form of proxy; and (iii) for election of directors, identify each director
separately in the same order as on the form of proxy, even if the election of directors
is presented as a single matter on the form of proxy. In all other cases, provide a brief
identification of the matters voted on and limit use of abbreviations, which should not
be used other than for commonly understood terms or for terms that the issuer
abbreviated in its description of the matter.

4.

Item 1(g) requires the reporting person to categorize each matter from a list of
categories that may apply to such matter. In responding to Item 1(g), a reporting
person must choose all categories applicable to such matter.

5.

In responding to paragraph (i) of Item 1, a reporting person may use the number of
shares voted as reflected in its records at the time of filing a report on Form N-PX. If
the reporting person has not received confirmation of the actual number of votes cast
prior to filing a report on Form N-PX, the numbers reported may reflect the number
of shares instructed to be cast. A reporting person is not required to amend a
previously filed Form N-PX report if the reporting person subsequently receives
confirmation of the actual number of votes cast.

6.

In responding to paragraphs (i) and (j) of Item 1:

6

a. An Institutional Manager must report the number of shares that the Institutional
Manager is reporting on behalf of another Institutional Manager pursuant to General
Instruction C.1 or C.2 separately from the number of shares that the Institutional
Manager is reporting only on its own behalf. An Institutional Manager also must
separately report shares when the groups of Institutional Managers on whose behalf
the shares are reported are different. For example, if the reporting Institutional
Manager is reporting on behalf of Manager A with respect to 10,000 shares and on
behalf of Managers A and B with respect to 50,000 shares, then the groups of 10,000
and 50,000 shares must be separately reported.
b. A Fund must separately report shares that are reported on behalf of different
Institutional Managers or groups of Institutional Managers pursuant to General
Instruction C.3.
7.

For purposes of paragraph (j) of Item 1, a reporting person is considered to have
loaned securities if it loaned the securities directly or loaned the securities indirectly
through a lending agent.

8.

If management did not make a recommendation on how to vote on a particular matter,
a reporting person should respond “none” to paragraph (l) of Item 1 for that matter.

9.

In the case of a reporting person that is a Fund that offers multiple Series, provide the
information required by Item 1 separately by Series (for example, provide Series A’s
full proxy voting record, followed by Series B’s full proxy voting record).

10.

In response to paragraph (o), a reporting person may provide additional information
about the matter or how it voted, provided the information does not, either by its
nature, quantity, or manner of presentation, impede the understanding or presentation
of the required information. The disclosure permitted by paragraph (o) is optional. A
reporting person is not required to respond to paragraph (o) for any vote, and if a
reporting person does provide additional information for one or more votes, it is not
required to provide this information for all votes.
INSTRUCTIONS FOR CONFIDENTIAL TREATMENT REQUESTS

1.

An Institutional Manager should make requests for confidential treatment of
information reported on this form in accordance with rule 24b-2(i) under the
Exchange Act [17 CFR 240.24b-2(i)].

2.

Paragraph (i) of rule 24b-2 requires a person filing confidential information with the
Commission to indicate at the appropriate place in the public filing that the
confidential portion has been so omitted and filed separately with the Commission.
An Institutional Manager must comply with this provision by including on the Cover
Page a statement that confidential information has been omitted from the public Form
N-PX report and filed separately with the Commission.

7

3.

An Institutional Manager must file electronically, in accordance with rule 101(d) of
Regulation S-T [17 CFR 232.101(d)], all requests for and information subject to the
request for confidential treatment.

4.

An Institutional Manager must file all requests for and information subject to the
request for confidential treatment in accordance with the instructions for filing
confidential treatment requests for information filed on Form 13F. In making a
determination as to requests for confidential treatment of information filed on Form
N-PX, the Commission will apply the same standards as set forth in Section 13(f)(4)
and (5) of the Exchange Act [15 U.S.C. 78m(f)(4) and (5)] and rule 24b-2. If a
request for confidential treatment of information filed on Form N-PX relates to a
request for confidential treatment of information included in an Institutional
Manager’s filing on Form 13F, the Institutional Manager should so state and identify
the related request. In such cases, the Institutional Manager need not repeat the
analysis set forth in the request for confidential treatment in connection with the Form
13F filing. The Institutional Manager’s request, however, must explain whether and,
if so, how the Form N-PX and Form 13F confidential treatment requests are related
and should identify if any of the analysis in its request for confidential treatment on
Form 13F does not apply, or applies differently, to its report on Form N-PX.

5.

An Institutional Manager requesting confidential treatment must provide enough
factual support for its request to enable the Commission to make an informed
judgment as to the merits of the request, including a demonstration that the
information is customarily and actually kept private by the Institutional Manager and
that failure to grant the request for confidential treatment would be likely to cause
harm to the Institutional Manager.

6.

State, and provide justification for, the period of time for which confidential treatment
of the proxy voting information is requested. The time period specified may not
exceed one (1) year from the date that the Form N-PX report is required to be filed
with the Commission.

7.

At the expiration of the period for which confidential treatment has been granted (the
“Expiration Date”) and unless a de novo request for confidential treatment of the
information that meets the requirements of Rule 24b-2 and these Confidential
Treatment Instructions is filed with the Commission at least fourteen (14) days in
advance of the Expiration Date, the Institutional Manager will make such proxy
voting information public as set forth in Confidential Treatment Instruction 8.

8.

Unless a hardship exemption is available, the Institutional Manager must submit
electronically within six (6) business days of the expiration of confidential treatment
or notification of denial, as applicable, a Form N-PX amendment to its previously
filed public Form N-PX report that includes the proxy voting information as to which
the Commission denied confidential treatment or for which confidential treatment has
expired. Such Form N-PX amendment must be timely filed: (i) upon the denial by the
Commission of a request for confidential treatment; (ii) upon expiration of the time
period for which an Institutional Manager has requested confidential treatment; or

8

(iii) upon the expiration of the confidential treatment previously granted for a filing.
If an Institutional Manager files an amendment, the amendment must not be a
restatement; the Institutional Manager must designate it as an amendment that adds
new proxy voting information. The Institutional Manager must include at the top of
the Form N-PX Cover Page the following legend to correctly designate the type of
filing being made:
THIS FILING LISTS PROXY VOTE INFORMATION REPORTED ON
THE FORM N-PX FILED ON (DATE) PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT AND FOR WHICH (THAT
REQUEST WAS DENIED/CONFIDENTIAL TREATMENT
EXPIRED) ON (DATE).
PAPERWORK REDUCTION ACT INFORMATION
Form N-PX is to be used by a Fund to file reports with the Commission pursuant to
Section 30 of the Investment Company Act and Rule 30b1-4 thereunder. Form N-PX also is to
be used by an Institutional Manager to file reports with the Commission as required by Section
14A(d) of the Exchange Act and Rule 14Ad-1 thereunder. Form N-PX is to be filed not later than
August 31 of each year, containing the reporting person’s proxy voting record for the most recent
12-month period ended June 30. The Commission may use the information provided on Form
N-PX in its regulatory, disclosure review, inspection, and policymaking roles.
Funds and Institutional Managers are required to disclose the information specified by
Form N-PX, and the Commission will make this information public. Funds and Institutional
Managers are not required to respond to the collection of information contained in Form N-PX
unless the Form displays a currently valid Office of Management and Budget (“OMB”) control
number. Please direct comments concerning the accuracy of the information collection burden
estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange
Commission, 100 F Street, NE, Washington, DC 20549-1090. The OMB has reviewed this
collection of information under the clearance requirements of 44 U.S.C. 3507.

9

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD
FORM N-PX COVER PAGE

________________________________________________________________________
(Name of reporting person) (For registered management investment companies, provide
exact name of registrant as specified in charter)
________________________________________________________________________
(Address of principal executive offices)
(Zip code)
________________________________________________________________________
(Name and address of agent for service)
Telephone number of reporting person, including area code:
Report for the [year ended June 30, _____] [period July 1, _____ to September 30,

]

SEC Investment Company Act or Form 13F File Number: [811- ] [028- ]
CRD Number (if any): ________________
Other SEC File Number (if any): ____________
Legal Entity Identifier (if any): ____________
Check here if amendment ; Amendment number:
This Amendment (check only one):  is a restatement.
 adds new proxy voting entries.
Report Type (check only one):

Registered Management Investment Company.
 Fund Voting Report (Check here if the
registered management investment company
held one or more securities it was entitled to
vote.)
 Fund Notice Report (Check here if the
registered management investment company
did not hold any securities it was entitled to

10

vote and therefore does not have any proxy
votes to report.)
Institutional Manager.
 Institutional Manager Voting Report (Check
here if all proxy votes of this reporting
manager are reported in this report.)
 Institutional Manager Notice Report (Check
here if no proxy votes are reported in this
report and complete the notice report filing
explanation section below)
Notice report filing explanation:
 all proxy votes for which the
manager exercised voting power
are reported by other reporting
persons
 the manager did not exercise
voting power for any reportable
voting matter and therefore does
not have any proxy votes to
report
 the manager has a clearly
disclosed policy of not voting,
and did not vote, on any proxy
voting matters
 Institutional Manager Combination Report
(Check here if a portion of the proxy votes for
this reporting manager are reported in this
report and a portion are reported by other
reporting person(s).)
[ ]
Confidential Treatment Requested. (The Institutional Manager has omitted from this
public Form N-PX one or more proxy vote(s) for which it is requesting confidential treatment
from the U.S. Securities and Exchange Commission pursuant to the instructions of this form)

11

List of Other Persons Reporting for this Manager:
[If there are no entries in this list, omit this section.]
Investment Company Act
or Form 13F File Number

CRD Number
(if any)

[811- ] [028- ]_______
[Repeat as necessary.]

12

Other SEC File
Number (if
any)

LEI
(if any

Name

FORM N-PX SUMMARY PAGE
Information about Institutional Managers.
Number of Included Institutional Managers:
List of Included Institutional Managers:
Provide a numbered list of the name(s), 13F file number(s), CRD Numbers (if any), SEC File
Number(s) (if any), and LEI (if any) of all Institutional Managers with respect to which this
report is filed, other than the reporting person filing this report.
[If there are no entries in this list, state “NONE” and omit the column headings and list entries.]

No.
_____

Form 13F
File Number
28-______

CRD Number
(if any)
_________

SEC File
Number (if any)
________

LEI (if
any)
________

Name
_________

[Repeat as necessary.]

Information about the Series.
Number of Series:
Provide a list of the name(s) and identification number(s) of all Series with respect to which this
report is filed.
[If there are no entries in this list, state “NONE” and omit the column headings and list entries.]

Series Identification LEI
Number
_________
________

Series Name
_________

[Repeat as necessary.]

13

FORM N-PX
Item 1. Proxy Voting Record.
If the reporting person is a Fund, disclose the following information for each matter
relating to a portfolio security considered at any shareholder meeting held during the period
covered by the report and with respect to which the Fund was entitled to vote, including
securities on loan for purposes of this form. If the reporting person is an Institutional Manager,
disclose the following information for each shareholder vote pursuant to Sections 14A(a) and (b)
of the Exchange Act over which the Institutional Manager exercised voting power, as defined in
Rule 14Ad-1(d) under the Exchange Act [17 CFR 240.14Ad-1].
(a)

The name of the issuer of the security;

(b)

The Council on Uniform Securities Identification Procedures (“CUSIP”) number
for the security;

(c)

The International Securities Identification Number (“ISIN”) for the security;

(d)

The global share class Financial Instrument Global Identifier (“FIGI”) for the
security (optional);

(e)

The shareholder meeting date;

(f)

An identification of the matter voted on;

(g)

All categories applicable to the matter voted on from the following list of
categories:
(A)

Director elections;

(B)
Section 14A say-on-pay votes (examples: section 14A executive
compensation, section 14A executive compensation vote frequency, section 14A
extraordinary transaction executive compensation);
(C)

Audit-related (examples: auditor ratification, auditor rotation);

(D)
Investment company matters (examples: new or changed investment
management agreement, assignment of investment management agreement,
business development company approval of restricted securities or asset coverage
ratio change, closed-end investment company issuance of shares below net asset
value);
(E)
Shareholder rights and defenses (examples: adoption or modification of a
shareholder rights plan, control share acquisition provisions, fair price provisions,
board classification, cumulative voting);

14

(F)
Extraordinary transactions (examples: merger, asset sale, liquidation,
buyout, joint venture, going private, spinoff, delisting);
(G)
Capital structure (examples: security issuance, stock split, reverse stock
split, dividend, buyback, tracking stock, adjustment to par value, authorization of
additional stock);
(H)
Compensation (examples: board compensation, executive compensation
(other than Section 14A say-on-pay), board or executive anti-hedging, board or
executive anti-pledging, compensation clawback, 10b5-1 plans);
(I)
Corporate governance (examples: term limits, board committee issues,
size of board, articles of incorporation or bylaws, codes of ethics, approval to
adjourn, acceptance of minutes, proxy access);
(J)
Environment or climate (examples: greenhouse gas (GHG) emissions,
transition planning or reporting, biodiversity or ecosystem risk, chemical
footprint, renewable energy or energy efficiency, water issues, waste or pollution,
deforestation or land use, say-on-climate, environmental justice);
(K)
Human rights or human capital/workforce (examples: workforce-related
mandatory arbitration, supply chain exposure to human rights risks, outsourcing
or offshoring, workplace sexual harassment);
(L)

Diversity, equity, and inclusion (examples: board diversity, pay gap);

(M) Other social issues (examples: lobbying, political or charitable activities,
data privacy, responsible tax policies, consumer protection); or
(N)

Other (along with a brief description).

(h)

For reports filed by Funds, disclose whether the matter was proposed by the issuer
or by a security holder;

(i)

The number of shares that were voted, with the number zero (“0”) entered if no
shares were voted;

(j)

The number of shares that the reporting person loaned and did not recall;

(k)

How the shares in paragraph (i) were voted (e.g., for or against proposal, or
abstain; for or withhold regarding election of directors) and, if the votes were cast
in multiple manners (e.g., for and against), the number of shares voted in each
manner;

(l)

Whether the votes disclosed in paragraph (k) represented votes for or against
management’s recommendation;

15

(m)

If applicable, identify each Institutional Manager on whose behalf this Form
N-PX report is being filed (other than the reporting person filing the report) that
exercised voting power over the security by entering the number assigned to the
Institutional Manager on the Summary Page;

(n)

If applicable, identify the Series that was eligible to vote the security by providing
the Series identification number listed on the Summary Page; and

(o)

Any other information the reporting person would like to provide about the matter
or how it voted.

SIGNATURES
[See General Instruction D]
Pursuant to the requirements of the [Securities Exchange Act of 1934 (for Institutional
Managers)] [Investment Company Act of 1940 (for Funds)], the reporting person has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Reporting Person)
By (Signature and Title)*
Date
* Print the name and title of each signing officer under his or her signature.

16

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Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/agency%3Asec%3Ae29aef500cd17cfa. Public record. Not legal advice.