Proxy Voting Policy Template (SEC Rule 206(4)-6, SRD II)

Proxy Voting Policy: [Firm legal name]

Written proxy voting policy and procedures for an investment adviser or asset manager that has authority to vote client securities. It is built on SEC Rule 206(4)-6 under the Investment Advisers Act of 1940 (17 CFR 275.206(4)-6), the proxy records in Rule 204-2(c)(2), Form ADV Part 2A Item 17 and, where relevant, Form N-PX reporting (Rule 30b1-4 for registered funds and Rule 14Ad-1 for say-on-pay votes of institutional investment managers, as amended in 2022). For EU asset managers it covers the engagement policy and annual voting disclosure of the Shareholder Rights Directive as amended by Directive (EU) 2017/828 (SRD II, Articles 3g, 3i and 3j) and the voting strategy duties for AIFMs (Delegated Regulation (EU) No 231/2013 Article 37) and UCITS management companies (Directive 2010/43/EU Article 21). UK firms map it to FCA COBS 2.2B and the UK Stewardship Code 2026 (references only). The example firm, Kestrel Bay Capital, and its EU affiliate Kestrel Bay Capital Europe are fictional. Replace every [bracketed] value and every row marked Example. Obtain the law or rule for the normative text. This is a document format, not legal, compliance or investment advice, and the voting positions shown are examples, not recommendations.

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Contents

• 1. Scope, authority and regulatory basis
• 2. Roles and responsibilities
• 3. Voting principles
• 4. Voting guidelines by topic
• 5. Voting process
• 6. Use and oversight of proxy advisers
• 7. Conflicts of interest in voting
• 8. Securities lending and share recall
• 9. When the firm may not vote
• 10. Client direction and special mandates
• 11. Engagement and escalation
• 12. Disclosure and reporting
• 13. Records
• 14. Monitoring, testing and review
• 15. Traceability matrix
• 16. Glossary and references
• Standard and licence note

1. Scope, authority and regulatory basis

This policy governs how [Kestrel Bay Capital] exercises voting rights and related shareholder rights attached to securities it manages for clients and funds. It covers votes at general meetings, written consents, corporate actions that require an election where they carry a governance decision, and the voting element of the firm's engagement with investee companies.

1.1 Voting authority register

1.2 Regulatory basis (as of 2026-10; check local law)

2. Roles and responsibilities

3. Voting principles

1. Best interest of clients. The firm votes to protect and enhance the long-term value of client investments, in line with each client's mandate. The firm does not vote to advance its own business interests.
2. Informed decisions. Each vote is based on the meeting materials, the firm's own research and, where used, proxy adviser research. A vote on a material item is not cast on a pre-populated recommendation without review.
3. Consistency with engagement. Votes support the objectives the firm pursues in engagement, and voting against management is one of the escalation tools in section 11.
4. Case by case where it matters. The guidelines set a default. Departures are allowed with a written rationale approved under section 5.
5. Transparency. The firm explains its approach publicly where law requires and to clients on request.

Materiality threshold: the firm treats a holding as material for review when it is at least [0.5%] of a portfolio's value or at least [1%] of the issuer's voting share capital across all accounts. (Example thresholds; set your own.)

4. Voting guidelines by topic

Regional overlays: where local corporate governance codes or law set different norms, the firm applies the guideline in light of the local standard and records the overlay in Annex [A].

5. Voting process

Pre-populated recommendations: the platform may fill in votes from the custom policy. The SEC's 2020 supplemental guidance on pre-populated votes was rescinded in 2022, so the checks below are firm practice that supports the duty of care under Rule 206(4)-6, not a response to a specific SEC requirement. Before each cut-off, the firm checks a sample of pre-populated votes against the policy, and reviews every item where the issuer has filed additional materials after the recommendation was issued, so that new information is considered.

6. Use and oversight of proxy advisers

The firm uses [Proxy adviser name] for research, custom recommendations, vote execution and record keeping. Before appointment and at least annually, the Stewardship Committee assesses:

7. Conflicts of interest in voting

The firm keeps a voting conflict list, updated monthly, of issuers where a material conflict may exist. Sources include:

• issuers that are clients of the firm, or whose pension plans or affiliates are clients;
• issuers that distribute the firm's funds or are significant service providers to the firm;
• issuers where a firm employee or director is a director or senior officer, or has a close family relationship with one;
• votes on the firm's own affiliated funds or on its parent company; and
• proxy contests where a party is a significant client or business partner.

Methods to resolve a conflict, in order of preference:

1. Vote in line with the pre-set guideline in section 4, without discretion. The vote record notes that the guideline was applied.
2. Where the guideline calls for case-by-case judgement, follow the recommendation of the proxy adviser's custom policy, provided the adviser itself has no conflict at that issuer.
3. Refer the vote to the Stewardship Committee, with conflicted members excluded, and record the rationale and the conflict.
4. For votes on the firm's own affiliated funds, echo vote (in the same proportion as other holders) or pass the vote to clients, where permitted by law and the fund documents.

Conflicted votes are recorded as COI-006 in the Conflicts of Interest Register (compliance/conflicts-of-interest-register). Compliance reviews every conflicted vote each quarter.

8. Securities lending and share recall

Shares on loan cannot be voted by the firm. The firm recalls lent shares when:

• the meeting includes a contested election, merger, acquisition or other item of material value impact;
• the firm is pursuing an engagement objective that the vote will advance; or
• the holding is above the materiality threshold in section 3 and the expected benefit of voting exceeds the lending revenue foregone.

Recall decisions are made before the record date. Where the record date is not known in time or the recall fails, the reason is logged.

9. When the firm may not vote

The firm may decide not to vote, and logs the reason, when:

10. Client direction and special mandates

10.1 Client direction

Clients with separate accounts may instruct the firm how to vote a particular solicitation, or may adopt their own voting policy, by written notice to [@client-service] at least [ten] business days before the meeting cut-off. The firm votes those instructions and records them as client-directed. Clients in pooled vehicles cannot direct votes unless the fund offers a voting choice programme.

10.2 ERISA plans

Where the firm votes for an ERISA plan, it does so as a fiduciary, solely in the interest of participants and beneficiaries, and keeps records of the votes and the reasons for material decisions. Check the current text of 29 CFR 2550.404a-1 and any Department of Labor rulemaking in progress before each annual review.

10.3 Funds the firm manages

For affiliated registered funds, the fund board approves this policy for the fund, and the firm provides the voting record needed for Form N-PX. For EU AIFs and UCITS, a summary of the voting strategy is made available to investors (for example on the website), and details of the actions taken on the basis of the strategy are provided free of charge on request.

11. Engagement and escalation

Votes against management are part of the firm's escalation route. Where engagement on an objective has not produced progress within the agreed time, the firm may:

1. vote against the relevant director or committee chair;
2. vote against the accounts, remuneration report or discharge;
3. support a relevant shareholder proposal;
4. pre-declare its voting intention publicly; or
5. co-file a shareholder proposal, where permitted and consistent with the firm's regulatory position.

For US issuers, Compliance reviews engagement plans that involve statements about voting against directors, so that the firm's eligibility to report on Schedule 13G is not put at risk. Engagement records and outcomes are reported in the Stewardship Report (finance/stewardship-report).

12. Disclosure and reporting

Most significant votes: the firm defines a significant vote as [a vote against management on a material holding, any vote linked to an active engagement objective, any contested meeting, and any vote that drew public attention]. For each, it publishes the issuer, item, vote, rationale and outcome.

13. Records

14. Monitoring, testing and review

14.1 Key indicators

14.2 Annual review

Each year, before the main voting season, the Stewardship Committee and Compliance review the guidelines against developments in law, market practice and the firm's engagement priorities; the proxy adviser oversight results; testing findings; and client feedback. The CCO includes the testing results in the Annual Compliance Review (compliance/annual-compliance-review).

14.3 Testing approach and common errors

Testing should follow the life of a ballot. Select a sample of meetings across markets and account types, then confirm for each one that the ballot reached the platform, that it was reconciled to holdings on the record date, that the vote followed the custom policy or an approved departure, that conflicted items went through section 7, and that the vote appears in the client record and in the public disclosure. Add a sample of unvoted meetings and check that each has a valid NV reason.

Common errors found in testing: accounts set up without the voting authority flag, so ballots never arrive; votes left to default on the platform after the issuer published additional materials; departures approved after the cut-off; and Form N-PX or SRD II disclosures that do not match the platform record. Each error becomes a finding with an owner and a due date in the Annual Compliance Review.

15. Traceability matrix

16. Glossary and references

16.1 Glossary

16.2 References

Standard and licence note

Based on SEC Rules 206(4)-6 and 204-2 under the Investment Advisers Act of 1940, Rule 30b1-4 under the Investment Company Act of 1940, Rule 14Ad-1 under the Securities Exchange Act of 1934, Form ADV and Form N-PX as published by the SEC and in the electronic Code of Federal Regulations (US federal works, public domain), and on Directive 2007/36/EC as amended by Directive (EU) 2017/828, Delegated Regulation (EU) No 231/2013 and Directive 2010/43/EU as published on EUR-Lex (reuse with acknowledgement). The FCA Handbook, the UK Stewardship Code and proxy adviser benchmark policies are cited by name only. Rule and article numbers are cited and requirements are described in original wording; no legal text is reproduced. Kestrel Bay Capital, Kestrel Bay Capital Europe and all example data are fictional, and the voting positions are illustrations, not recommendations. Check the current official texts and any later rulemaking before use. This is a document format, not legal, compliance or investment advice. Template licence: MIT.