Calvert's service provider votes all proxies consistent with their guidelines. Items that must be voted on a case-by-case basis are referred to us to be researched, analysed, discussed and voted internally. In rare instances when an exception to a voting policy occurs, Calvert follows internal procedures regarding how to cast their vote. Calvert's rationale for all proxy votes is provided on their website.
Eaton Vance Management has adopted policies and procedures that it believes are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with its fiduciary duties, to the extent applicable, and Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended (the "Advisers Act").
EVM generally votes proxies received by a client for which it has sole investment discretion through an independent third-party proxy voting service (Agent) in accordance with guidelines (Guidelines) established and reviewed by a Global Proxy Group, which includes representatives of the Adviser.
The Agent (currently Institutional Shareholder Services, Inc.) is required to vote and/or refer to EVM's Proxy Administrator, for consideration by a Global Proxy Group established by EVM, all proxies in accordance with formal written customized guidelines. When a proxy voting issue has been referred to the Proxy Administrator, the Global Proxy Group determines the final vote (or decision not to vote) and the Proxy Administrator instructs the Agent to vote accordingly for securities held in client accounts.
EVM has established Guidelines and generally will utilize such Guidelines in voting proxies on behalf of its clients. The Guidelines are largely based on those developed by the Agent but also reflect input from the Global Proxy Group and other investment professionals and are believed to be consistent with the views of EVM on the various types of proxy proposals. The Guidelines are designed to promote accountability of a company's management and board of directors to its shareholders and to align the interests of management with those of shareholders. The Guidelines provide a framework for analysis and decision making but do not address all potential issues.
EVM maintains procedures designed to identify and address potential material conflicts of interests in voting proxies. If the Proxy Administrator expects to instruct the Agent to vote in a manner inconsistent with the Guidelines, the Global Proxy Group, in consultation with EVM's Legal and Compliance Department, will determine if a material conflict of interest exists between EVM and its clients, and if so determined, EVM will seek instruction on how the proxy should be voted from the client (in the case of an individual or corporate client), its board of directors or any (sub)committee or group of Independent Trustees (in the case of a Fund), or the adviser in situations where EVM acts as sub-adviser to such adviser.
If the client, Fund board or adviser, as the case may be, fails to instruct EVM on how to vote the proxy, EVM will generally instruct the Agent, through the Proxy Administrator, to abstain from voting to avoid the appearance of impropriety, unless the failure to vote would have a material adverse economic impact on the client's securities holdings.
The Procedures also require EVM to establish that the Agent (i) is independent from EVM, (ii) has resources that indicate it can competently provide analysis of proxy issues, and (iii) can make recommendations in an impartial manner and in the best interests of the clients and, where applicable, their beneficial owners.
Atlanta Capital has adopted proxy voting policies and procedures when ACM has been delegated voting authority. The policies are designed to promote accountability of a company’s management to its shareholders and to align the interests of management with those shareholders. ACM utilizes an outside voting service, Institutional Shareholder Services (ISS), for administration of the proxy voting process overseen internally by a proxy coordinator and senior members of the equity portfolio management team. ACM has delegated to ISS the authority to vote proxies for client accounts pursuant to guidelines adopted by ACM or pursuant to special instruction by ACM.