# 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.

<!--
Guidance: How to use this template
- Rule 206(4)-6 has three parts: written policies and procedures
  reasonably designed to vote in clients' best interest, including how
  material conflicts are handled; telling clients how to get their
  voting record; and describing the policy to clients and giving a copy
  on request. Sections 3 to 7 cover the first, section 12 the other two.
- Fill section 1 first: which clients gave voting authority, which did
  not, and which entities are subject to SRD II or AIFM/UCITS voting
  rules. Everything else depends on it.
- Voting positions in section 4 are the firm's own investment views.
  The rows marked Example illustrate the format, not a recommended view.
- Related documents: Conflicts of Interest Register
  (`compliance/conflicts-of-interest-register`), Stewardship Report
  (`finance/stewardship-report`), Responsible Investment Policy
  (`finance/responsible-investment-policy`), Form ADV Part 2A Brochure
  (`compliance/form-adv-part-2a-brochure`, Item 17), Annual Compliance
  Review (`compliance/annual-compliance-review`), Investment Policy
  Statement (`finance/investment-policy-statement-institutional`).
- Common pitfall: relying on a proxy adviser's default recommendations
  without the oversight the SEC expects, or voting every ballot even
  where the cost to the client exceeds the benefit and the client agreed
  the firm need not vote.
-->

## Document control

<!-- Guidance: Rule 204-2(c)(2)(i) requires keeping copies of all proxy voting policies and procedures, so record each version and its effective date. -->

| Field | Value |
|---|---|
| Document ID | [PVP-001] |
| Firm | [Kestrel Bay Capital LLC] *(Example)* |
| Entities covered | [Kestrel Bay Capital LLC (SEC-registered investment adviser); Kestrel Bay Capital Europe (MiFID investment firm providing portfolio management, an "asset manager" under SRD II Art. 2(f))] *(Example)* |
| Voting authority | [Discretionary separate accounts with voting authority, affiliated funds, sub-advised funds where delegated] |
| Proxy adviser and voting platform | [Provider name, contract reference] |
| Version | [1.0] |
| Status | [Draft / In review / Approved / Superseded] |
| Owner | [@head-of-stewardship] |
| Approvers/reviewers | [@stewardship-committee], [@chief-compliance-officer], [@cio], [@management-body] |
| Effective date | YYYY-MM-DD |
| Last updated | YYYY-MM-DD |
| Next scheduled review | YYYY-MM-DD (at least annually, before the main voting season) |
| Classification | [Public summary; full policy internal] |

### Approvals

| Role | Name | Decision | Date |
|---|---|---|---|
| Stewardship Committee | [@chair] | [Recommend] | YYYY-MM-DD |
| Chief Investment Officer | [@name] | [Approve] | YYYY-MM-DD |
| Chief Compliance Officer | [@name] | [Reviewed for Rule 206(4)-6] | YYYY-MM-DD |
| Management body of Kestrel Bay Capital Europe | [@name] | [Approve engagement policy] | YYYY-MM-DD |

### Revision history

| Version | Date | Author | Change |
|---|---|---|---|
| 0.1 | YYYY-MM-DD | [@author] | First draft |
| 1.0 | YYYY-MM-DD | [@author] | Approved |
| 1.1 *(Example)* | YYYY-MM-DD | [@author] | Annual review: updated board diversity position, added share recall threshold |

## Contents

- [1. Scope, authority and regulatory basis](#1-scope-authority-and-regulatory-basis)
- [2. Roles and responsibilities](#2-roles-and-responsibilities)
- [3. Voting principles](#3-voting-principles)
- [4. Voting guidelines by topic](#4-voting-guidelines-by-topic)
- [5. Voting process](#5-voting-process)
- [6. Use and oversight of proxy advisers](#6-use-and-oversight-of-proxy-advisers)
- [7. Conflicts of interest in voting](#7-conflicts-of-interest-in-voting)
- [8. Securities lending and share recall](#8-securities-lending-and-share-recall)
- [9. When the firm may not vote](#9-when-the-firm-may-not-vote)
- [10. Client direction and special mandates](#10-client-direction-and-special-mandates)
- [11. Engagement and escalation](#11-engagement-and-escalation)
- [12. Disclosure and reporting](#12-disclosure-and-reporting)
- [13. Records](#13-records)
- [14. Monitoring, testing and review](#14-monitoring-testing-and-review)
- [15. Traceability matrix](#15-traceability-matrix)
- [16. Glossary and references](#16-glossary-and-references)
- [Standard and licence note](#standard-and-licence-note)

## 1. Scope, authority and regulatory basis

<!-- Guidance: Voting duties follow authority. Record where the firm has authority, where the client kept it, and which rules apply to each entity. Question to answer: for a given account, can staff tell from the books whether the firm must vote? Pitfall: advisory agreements that are silent on voting. -->

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

| Account or fund type | Authority | Source | Policy applies |
|---|---|---|---|
| Discretionary separate accounts (US) *(Example)* | Firm votes | Investment management agreement clause [X] | Yes |
| Discretionary accounts that reserved voting *(Example)* | Client votes | Agreement clause [Y] | No; ballots go to the client or its custodian |
| Affiliated US registered funds *(Example)* | Firm votes as adviser under fund board delegation | Board resolution YYYY-MM-DD | Yes, plus Form N-PX |
| Kestrel Bay Capital Europe portfolio management mandates *(Example)* | Firm votes | Portfolio management agreement | Yes, plus SRD II disclosure |
| Sub-advised third-party funds *(Example)* | As delegated by the fund's adviser | Sub-advisory agreement | Yes, or the fund's own policy if the agreement says so |
| ERISA plan accounts *(Example)* | Firm votes unless the plan reserved it | Agreement and plan documents | Yes, with section 10.2 |

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

| Regime | Reference | Short summary |
|---|---|---|
| US advisers | Rule 206(4)-6 | Written policies reasonably designed to vote in clients' best interest, including how material conflicts are handled; tell clients how to obtain voting records; describe the policy and supply it on request |
| US advisers | Rule 204-2(c)(2) | Keep the policy, proxy statements, vote records, decision documents and client requests and responses |
| US advisers | Form ADV Part 2A Item 17 | Describe voting policies, client direction, conflicts and how to get records, or state that the firm does not vote |
| US advisers | Commission Guidance Regarding Proxy Voting Responsibilities of Investment Advisers, Release IA-5325 (August 2019). The 2020 supplement (Release IA-5547) was rescinded in July 2022 (Release 34-95266) | Scope of authority agreed with the client, oversight of proxy advisers, when not voting may be appropriate |
| US registered funds | Rule 30b1-4 and Form N-PX | Annual voting record filed by August 31 for the twelve months ended June 30 |
| US institutional investment managers (Section 13(f) filers) | Rule 14Ad-1 and Form N-PX | Annual report of say-on-pay votes (Exchange Act Section 14A) over which the manager exercised voting power, by August 31 for the year to June 30; first reports were due 2024-08-31 |
| US engagement | SEC staff Compliance and Disclosure Interpretations on Schedule 13G eligibility (Questions 103.11 and 103.12, updated 2025-02) | Some engagement conduct may be treated as influencing control, which affects 13G eligibility |
| US ERISA plans | ERISA fiduciary duties; 29 CFR 2550.404a-1 | Voting is a fiduciary act; check the current text of the regulation and any pending Department of Labor rulemaking |
| EU asset managers | Directive 2007/36/EC as amended by Directive (EU) 2017/828, Art. 3g | Engagement policy covering voting, and annual public disclosure of its implementation, voting behaviour, most significant votes, use of proxy advisers and how votes were cast, on a comply-or-explain basis |
| EU asset managers | Art. 3i | Annual report to institutional investor clients, including use of proxy advisers and securities lending policy |
| EU proxy advisers | Art. 3j | Code of conduct and transparency duties of the proxy adviser itself |
| EU AIFMs | Delegated Regulation (EU) No 231/2013 Art. 37 | Voting strategy for AIF portfolios: monitor corporate actions, align votes with the AIF's objectives, manage conflicts; a summary of the strategy made available to investors and details of actions taken on request |
| EU UCITS management companies | Directive 2010/43/EU Art. 21 | Equivalent voting strategy for UCITS |
| United Kingdom | FCA COBS 2.2B; UK Stewardship Code 2026 (in force from 2026-01-01) | References only; obtain the Handbook and Code texts |

## 2. Roles and responsibilities

<!-- Guidance: Voting is an investment decision with compliance controls around it. Make clear who decides, who executes and who checks. Pitfall: operations staff choosing how to vote because nobody else looks at the ballot in time. -->

| Role | Responsibility |
|---|---|
| Stewardship Committee | Owns this policy and the guidelines in section 4; decides contested and conflicted votes; reviews proxy adviser oversight; meets [monthly in voting season, quarterly otherwise] |
| Head of Stewardship | Day-to-day owner; maintains guidelines; prepares significant vote rationales; leads engagement linked to votes |
| Portfolio managers and analysts | Review votes for holdings above the materiality threshold; propose departures from guidelines with written rationale |
| Voting operations | Reconcile holdings and ballots, submit instructions on the platform, track deadlines, share blocking and power of attorney needs |
| Securities lending desk | Recall shares when section 8 requires |
| Chief Compliance Officer | Tests compliance with Rule 206(4)-6, reviews conflicted votes, signs off disclosures |
| Proxy adviser (external) | Supplies research, custom policy recommendations and the voting platform; does not decide votes |

## 3. Voting principles

<!-- Guidance: State the beliefs that drive voting so that a case-by-case decision can be explained. Keep them short and linked to client outcomes. -->

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

<!-- Guidance: Give the default position and the factors that lead to a case-by-case review for each topic. Write positions the firm actually holds. Pitfall: copying a proxy adviser's benchmark policy into the firm's own policy, which both breaches copyright and hides the firm's view. -->

| Guideline ID | Topic | Default position *(Example)* | Case-by-case factors |
|---|---|---|---|
| VG-01 | Election of directors | Support unless there is a specific concern | Attendance below [75%] without explanation; overboarding beyond [four] listed boards for a non-executive; failure to act on a shareholder vote that passed |
| VG-02 | Board independence | Support boards with a majority of independent directors for large companies, or the local code standard where higher | Controlled companies; local market practice; credible transition plan |
| VG-03 | Board committees | Expect independent audit and remuneration committees | Committee composition, chair independence |
| VG-04 | Board diversity and skills | Expect a disclosed policy and a skills matrix | Market norms, disclosure quality, progress against stated targets |
| VG-05 | Separation of chair and CEO | Prefer separation or a lead independent director | Temporary combinations with a timetable |
| VG-06 | Executive pay (say-on-pay) | Support plans linked to long-term performance with clear disclosure | Pay out of line with performance and peers; one-off awards; discretion without explanation; weak clawback |
| VG-07 | Equity plans | Support with reasonable dilution | Dilution above [10%] over ten years; option repricing without shareholder approval |
| VG-08 | Auditor appointment and fees | Support | Non-audit fees greater than audit fees; long tenure without tender where local rules expect rotation; restatements |
| VG-09 | Capital issuance and buybacks | Support routine authorities within local limits | Issuance without pre-emption above local norms; buybacks that conflict with balance sheet strength |
| VG-10 | Mergers, acquisitions and restructurings | Case by case | Valuation, strategic rationale, process, conflicts, governance after the deal |
| VG-11 | Anti-takeover measures | Oppose unless time-limited and approved by shareholders | Specific threat and board track record |
| VG-12 | Shareholder rights | Support one share one vote, annual elections, majority voting, proxy access at reasonable thresholds | Local law and structure |
| VG-13 | Climate and environmental proposals | Case by case; support requests for decision-useful disclosure where material | Materiality to value, prescriptiveness, company's existing disclosure, cost |
| VG-14 | Social and human capital proposals | Case by case | Materiality, existing policies, legal requirements in the market |
| VG-15 | Political and lobbying disclosure | Case by case | Existing disclosure, alignment with stated company positions |
| VG-16 | Routine items (accounts, dividends, meeting formalities) | Support | Late or missing reports; qualified audit opinion |
| VG-17 | Bundled resolutions | Case by case | Whether the negative element outweighs the positive |
| VG-18 | Fixed income and private holdings consents | Case by case by the credit team | Effect on recovery, covenants and seniority |

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

<!-- Guidance: Show the end-to-end flow and the controls that prove every ballot was reconciled, reviewed when material, submitted on time and recorded. -->

```mermaid
sequenceDiagram
  participant Cust as "Custodian"
  participant Plat as "Voting platform"
  participant Ops as "Voting operations"
  participant PM as "PM or analyst"
  participant SC as "Stewardship Committee"
  participant CCO as "Compliance"
  Cust->>Plat: "Ballots and meeting notices"
  Plat->>Ops: "Ballot list with deadlines"
  Ops->>Ops: "Reconcile ballots to holdings"
  Plat->>PM: "Research and custom recommendation"
  PM->>Ops: "Confirm or propose departure with rationale"
  Ops->>CCO: "Conflict screen against conflict list"
  CCO-->>SC: "Conflicted or contested items"
  SC-->>Ops: "Decision and rationale"
  Ops->>Plat: "Submit vote instructions"
  Plat->>Ops: "Confirmation and vote record"
```

| Step | Control | Owner | Evidence |
|---|---|---|---|
| P-01 Account set-up | Voting authority flag set from the agreement; custodian instructed to send ballots to the platform | Operations | Authority register, custodian letter |
| P-02 Ballot reconciliation | Daily match of ballots to holdings on record date; missing ballots chased | Voting operations | Reconciliation report |
| P-03 Research | Platform applies the firm's custom policy built from section 4 | Head of Stewardship | Policy upload record |
| P-04 Review | Material holdings, contested meetings, M&A and items flagged by the custom policy reviewed by PM or analyst before the cut-off | PMs | Review sign-off |
| P-05 Conflict screen | Meetings at issuers on the conflict list routed to section 7 | Compliance | Conflict screen log |
| P-06 Departure approval | Any vote against the custom policy needs written rationale and Head of Stewardship approval | Head of Stewardship | Rationale record |
| P-07 Submission | Instructions submitted at least [two] business days before the platform cut-off | Voting operations | Platform timestamps |
| P-08 Confirmation | Vote confirmations reconciled; rejected votes investigated | Voting operations | Exception log |

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

<!-- Guidance: The firm may use a proxy adviser but stays responsible for each vote. Document the initial diligence and ongoing oversight. Pitfall: an annual questionnaire that nobody reads. -->

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:

| Area | What the firm checks | Evidence |
|---|---|---|
| Capacity and competence | Staff, coverage of the firm's markets, quality of research | Due diligence report |
| Accuracy | Process for correcting factual errors; error rate in the year | Error log, sample review |
| Conflicts | How the adviser identifies and discloses its own conflicts, for example consulting services to issuers | Adviser conflict disclosures |
| Methodology | How custom policies are applied; how issuer responses and additional materials are handled | Methodology documents |
| Code of conduct (EU) | Whether the adviser discloses the code it applies and reports on it under SRD II Art. 3j | Adviser public disclosure |
| Operational resilience | Business continuity, cyber security, data protection | Assurance reports |

| Oversight ID | Date | Finding | Action | Status |
|---|---|---|---|---|
| PAO-001 *(Example)* | YYYY-MM-DD | Two factual errors in research on director independence in [market]; both corrected before cut-off | Added independence fields to the sample check | Closed |
| PAO-002 *(Example)* | YYYY-MM-DD | Adviser disclosed a consulting relationship with an issuer held in portfolios | Votes at that issuer reviewed internally without relying on the recommendation | Ongoing |

## 7. Conflicts of interest in voting

<!-- Guidance: Rule 206(4)-6(a) requires the procedures to say how material conflicts are addressed. List the sources and the method used for each. Link to the conflicts register entry. -->

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

<!-- Guidance: Lent shares carry no vote. Set a clear recall rule and record the recall decision. SRD II Art. 3i expects asset managers to report their securities lending policy and how it supports engagement. -->

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.

| Recall ID | Issuer | Meeting | Item | Decision | Result |
|---|---|---|---|---|---|
| REC-001 *(Example)* | [Issuer A] | YYYY-MM-DD | Contested director election | Recall all lent shares | Recalled, voted |
| REC-002 *(Example)* | [Issuer B] | YYYY-MM-DD | Routine annual meeting | No recall: holding below threshold | Not voted on lent portion |

## 9. When the firm may not vote

<!-- Guidance: The SEC 2019 guidance accepts that an adviser and client may agree the adviser will not vote in some circumstances. Record those circumstances, agreed with the client, and log every unvoted ballot. -->

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

| Reason code | Situation | Rule |
|---|---|---|
| NV-01 | Share blocking markets, where voting restricts trading until the meeting | Vote only if the holding is material and the PM accepts the trading restriction |
| NV-02 | Power of attorney or re-registration requirements not yet in place | Operations arranges documents; if not possible in time, log |
| NV-03 | Late or missing ballot materials | Chase the custodian; log |
| NV-04 | Cost of voting clearly exceeds the expected benefit, under the terms agreed with the client | Apply only where the agreement allows; log the assessment |
| NV-05 | Securities lent and not recalled under section 8 | Log the recall decision |
| NV-06 | Position sold after record date where the client agreed the firm need not vote | Apply only as agreed |

## 10. Client direction and special mandates

<!-- Guidance: Describe how clients can direct votes, as Form ADV Item 17.A requires, and any extra duties for particular client types. -->

### 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

<!-- Guidance: Voting and engagement are linked. Show how votes are used to escalate and how vote intentions are communicated. Watch the US 13G guidance when engagement includes statements about withholding votes. -->

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`).

| Escalation ID | Issuer | Engagement objective | Vote used | Date | Outcome |
|---|---|---|---|---|---|
| ESC-001 *(Example)* | [Company E] | Independent audit committee chair | Against the nomination committee chair | YYYY-MM-DD | Company appointed an independent chair the following year |

## 12. Disclosure and reporting

<!-- Guidance: List every disclosure the firm makes about voting, who receives it, when and from where. Pitfall: a public SRD II disclosure that covers only some funds. -->

| Disclosure | Audience | Content | Frequency and timing |
|---|---|---|---|
| Form ADV Part 2A Item 17 | US clients | Summary of this policy, client direction, conflicts, how to get records, copy on request | Annual update and delivery |
| Voting record on request | Any client | How the firm voted that client's securities | Within [ten] business days of the request |
| Policy copy on request | Any client | Full policy | Within [ten] business days |
| Form N-PX, funds | SEC, public | Fund voting record for the year to June 30 | By August 31 each year |
| Form N-PX, Rule 14Ad-1 | SEC, public | Say-on-pay votes for the year to June 30 | By August 31 each year |
| SRD II engagement policy | Public, website | How voting is integrated in the investment strategy | Kept current |
| SRD II annual implementation disclosure | Public, website | General description of voting behaviour, most significant votes, use of proxy advisers, how votes were cast (insignificant votes may be excluded) | Annually |
| SRD II Art. 3i report | Institutional investor clients | Use of proxy advisers, securities lending policy and its effect on engagement, among other items | Annually |
| UK Stewardship Code reporting | FRC, public | Principle 4 exercise of rights and responsibilities | Annually, if a signatory |

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

<!-- Guidance: Rule 204-2(c)(2) lists five types of proxy records and allows reliance on a third party or EDGAR for some, with an undertaking. Keep them for the retention period. -->

| Record | Rule 204-2 reference | Kept by | Retention |
|---|---|---|---|
| This policy and all prior versions | (c)(2)(i) | Compliance | At least five years from the end of the fiscal year of the last entry, the first two years in an appropriate office (Rule 204-2(e)(1)) |
| Proxy statements received | (c)(2)(ii) | Proxy adviser under written undertaking, or EDGAR | Same |
| Record of each vote cast | (c)(2)(iii) | Proxy adviser under written undertaking, with firm copy | Same |
| Documents material to a vote decision or recording its basis | (c)(2)(iv) | Head of Stewardship | Same |
| Written client requests and the firm's responses | (c)(2)(v) | Client service | Same |
| EU voting strategy, actions taken and disclosures | Reg. 231/2013 Art. 37; Directive 2010/43/EU Art. 21; SRD II Art. 3g | Kestrel Bay Capital Europe | As national law requires |

## 14. Monitoring, testing and review

<!-- Guidance: Test that ballots were received and voted, that departures had approval, that conflicted votes followed section 7, and that disclosures were made on time. Report results to the Stewardship Committee and in the annual compliance review. -->

### 14.1 Key indicators

| Indicator | Definition | Quarter result *(Example)* |
|---|---|---|
| Ballot coverage | Meetings voted / votable meetings | 606 / 612 = 99.0% |
| Unvoted meetings by reason | Count by NV code | NV-01: 3, NV-02: 2, NV-03: 1 (total 6) |
| Departures from custom policy | Items voted against the custom recommendation | 41, all with approved rationale |
| Conflicted meetings | Meetings on the conflict list | 9, all reviewed by Compliance |
| Proxy adviser errors | Factual errors found | 2 (PAO-001) |
| Late submissions | Instructions after the internal deadline in P-07 | 4 |
| Client record requests | Requests received and answered in time | 3 of 3 |

### 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

<!-- Guidance: Map each requirement to the section and the evidence an examiner would request. -->

| Requirement | Reference | Section | Evidence |
|---|---|---|---|
| Written policy to vote in clients' best interest | Rule 206(4)-6(a) | 3, 4, 5 | Approved policy, custom policy upload |
| Address material conflicts | Rule 206(4)-6(a) | 7 | Conflict list, conflicted vote file |
| Tell clients how to get voting records | Rule 206(4)-6(b) | 12 | Form ADV Item 17 |
| Describe policy and furnish copy on request | Rule 206(4)-6(c) | 12 | Form ADV, request log |
| Proxy records | Rule 204-2(c)(2) | 13 | Record inventory, third-party undertaking |
| Fund and say-on-pay reporting | Rule 30b1-4; Rule 14Ad-1 | 12 | Form N-PX filings |
| Engagement policy and annual disclosure | SRD II Art. 3g | 3, 11, 12 | Website disclosures |
| Report to institutional investors | SRD II Art. 3i | 8, 12 | Client reports |
| AIFM and UCITS voting strategy | Reg. 231/2013 Art. 37; Directive 2010/43/EU Art. 21 | 1, 10.3 | Strategy summary, investor requests |
| Conflict rules apply to engagement | SRD II Art. 3g(3) | 7 | Conflicts register COI-006 |

## 16. Glossary and references

<!-- Guidance: Keep definitions consistent with the Stewardship Report and the Conflicts Register. -->

### 16.1 Glossary

| Term | Meaning in this policy |
|---|---|
| Proxy | Authority to vote shares on behalf of the owner, or the ballot used to do so |
| Proxy adviser | A firm that analyses company disclosures and gives voting research or recommendations to investors |
| Custom policy | Voting rules written by the firm and applied by the proxy adviser's platform |
| Pre-populated vote | A vote filled in automatically on a platform from a policy, before the firm submits it |
| Say-on-pay | A shareholder vote on executive compensation |
| Share blocking | A market practice where shares cannot be traded between voting and the meeting |
| Echo voting | Voting shares in the same proportion as all other votes cast |
| Record date | The date that decides who is entitled to vote at a meeting |
| Significant vote | A vote the firm reports with its rationale, defined in section 12 |
| Escalation | Steps taken when engagement does not achieve its objective |

### 16.2 References

| Reference | Version or date | Use |
|---|---|---|
| 17 CFR 275.206(4)-6 | 68 FR 6593, 2003-02-07; eCFR checked 2026-10-25 | Core US rule |
| 17 CFR 275.204-2(c)(2), (e)(1) | eCFR checked 2026-10-25 | Proxy records, retention |
| 17 CFR 270.30b1-4 and 240.14Ad-1; Form N-PX | Amended by SEC Release 33-11131, adopted 2022-11-02; first reports due 2024-08-31 | Annual voting reports |
| Form ADV Part 2 instructions | SEC 1707 (08-22) | Item 17 |
| Commission Guidance Regarding Proxy Voting Responsibilities of Investment Advisers | Release IA-5325, August 2019; 2020 supplement (IA-5547) rescinded 2022 by Release 34-95266 | Oversight of proxy advisers |
| SEC Compliance and Disclosure Interpretations, Exchange Act Sections 13(d) and 13(g) | Questions 103.11 and 103.12, updated February 2025 | Engagement and 13G eligibility |
| Directive 2007/36/EC as amended by Directive (EU) 2017/828 | OJ L 132, 20.5.2017; transposition by 10 June 2019 | Art. 2(f), 3g, 3i, 3j |
| Delegated Regulation (EU) No 231/2013 | As amended | Art. 37 |
| Directive 2010/43/EU | As amended | Art. 21 |
| FCA COBS 2.2B; UK Stewardship Code 2026 | References only | UK equivalents |
| 29 CFR 2550.404a-1 | Check current text | ERISA plans |

## 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.