Neuberger Berman's Proxy Committee is responsible for developing, authorizing, implementing and updating the Proxy Voting Policy, overseeing the proxy voting process, and engaging and overseeing any independent third-party vendors as voting delegate to review, monitor and/or vote proxies. In order to apply the Proxy Voting Policy in a timely and consistent manner, Neuberger Berman ("NB") utilizes Glass Lewis ("GL") to vote proxies in accordance with NB's voting guidelines. For socially responsive clients, NB has adopted socially responsive voting guidelines. For non-socially responsive clients, NB's guidelines adopt the voting recommendations of GL to vote proxies in accordance with NB's voting guidelines. NB retains final authority and fiduciary responsibility for proxy voting. NB believes this process is reasonably designed to address material conflicts of interest that may arise between NB and a client as to how proxies are voted. In the event that an investment professional at NB believes that it is in the best interest of a client(s) to vote proxies in a manner inconsistent with NB's voting guidelines or in a manner inconsistent with GL recommendations, the Proxy Committee will review information submitted by the investment professional to determine that there is no material conflict of interest.