In the event any potential or actual conflict of interest arises, we will determine whether voting in accordance with our voting principles and guidelines is in the best interests of the client. We will also determine whether it is appropriate to disclose to our clients, the circumstances of any such conflicts. Where voting would violate our fiduciary obligations, we will consider whether to give our clients an opportunity to vote the proxies themselves, or we will address the conflict through other objective means such as engaging a qualified third party or independent director to perform a proxy analysis and issue an independent vote recommendation. Any conflicted parties must refrain from voting and must not participate in the voting decision with respect to that proxy. Where we delegate the voting of client proxies, we endeavour never to ignore or be negligent in fulfilling our fiduciary responsibilities.