Proxy Voting Policy

Notification of Tocqueville Proxy Voting Policies and Process

Proxy Voting Responsibility

As a registered investment adviser with the Securities & Exchange Commission (SEC), Tocqueville Asset Management has a fiduciary responsibility to maximize investment returns for our clients consistent with the investment objectives specified. Investment in corporate equities entitles the owner to vote a proxy on any issue presented to the shareholders for consideration and approval. Our fiduciary responsibility is extended to include the voting of proxies and our primary concern in doing so is to maximize shareholder value and to vote in a manner that reflects the best economic interest of our clients. The SEC has promulgated rules formalizing for all registered investment advisers much of what Tocqueville was already doing in voting proxies in the best interest of our clients. This notification of our proxy voting policies and process is addressed to all of our clients pursuant to and in conformance with those rules.

Tocqueville Viewpoint

From its beginning, the foundation of the Tocqueville investment management services and activities has been the principles of trust and fiduciary responsibility set forth in both common and statutory law. Exercising investment decisions in the exclusive best interest of its clients has been the sole objective and continuing practice of the firm. The inclusion of proxy voting as a value producing and protecting activity was a natural extension of our fiduciary responsibility to all our clients. With or without the SEC mandate, we have instituted the procedures necessary to insure the accurate and timely voting of proxies and we have adopted policy guidelines that we believe represent the best opportunity for enhancing the economic value of your investments.

Proxy Voting Procedures

In order to exercise the proxy voting responsibility effectively and efficiently, Tocqueville implemented extensive procedures to insure that proxies are received, analyzed and voted. Although relatively a rare occurrence, a proxy may not be voted if the cost or difficulty of exercising the proxy vote outweighs the beneficial consequence of the resolution being voted (particularly in foreign jurisdictions). We are assisted in this program with the services of a third party vendor, specializing in the mechanics of electronic voting, to coordinate the voting for all clients invested in a particular security. A record of every vote cast is maintained for five years. As a Tocqueville client you may obtain a copy of our Proxy Voting Procedure Manual and/or a record of the votes cast on your behalf by contacting our Proxy Department at the address below or by telephone at 1-800-355-7307.

Proxy Voting Guidelines

In order to maintain a relative consistency of proxy votes, Tocqueville has adopted Proxy Voting Policy Guidelines(summarized below) that address the majority of issues currently presented by either management or shareholder proponents. The ultimate goal of the Guidelines is to exercise the right of shareholders in support of sound corporate governance and ethical responsibility within the companies in which Tocqueville has invested. Accordingly, the Guidelines seek to promote accountability of corporate management and directors, align the economic interests of management with those of shareholders, and enhance the disclosure of a company’s business and operations. The Guidelines are reviewed and revised periodically, as appropriate, and as a client you may obtain a complete copy of these Guidelines by contacting our Proxy Department at the address below or by telephone at 1-800-355-7307.

• Directors, auditors and independence. Generally Tocqueville will support the election of directors provided that 75% of the board is non-management independent directors and that all major committees (audit, compensation & nominating) of the board are composed of only independent directors. Special circumstances such as the repeated failure of the board to act in response to the persistent underperformance of management; repeated refusal to adopt proposals supported by a majority of shareholders; and, a director engaged in multiple (more than six) directorships may result in the withholding of election support. Independence from conflict is also important in the ratification of auditors. Tocqueville prefers the separation of consulting businesses from auditing functions and further supports the rotation of audit firms every ten years as an added element of maintaining independence.
• Corporate structure and shareowner rights. Recognizing that management requires significant latitude to conduct the business of the corporation, Tocqueville does not condone any policy or action that may sacrifice or limit shareowner rights. The adoption or expansion of devices designed to perpetuate directors or disenfranchise shareowners will result in a negative vote by Tocqueville. Thus, we support the annual election of all directors and oppose the creation or continuation of a staggered board. We favor cumulative voting and oppose supermajority provisions. We are decidedly against poison pills and other management entrenchment devices. We generally vote against proposals seeking authorization to increase shares since these are often the precursor of new stock option programs and are dilutive to shareholders.
• Executive and director compensation. We strongly believe that management has been hired to work for the owners of the company, the shareholders. They should be well compensated for their efforts and rewarded for their success, but they are not entitled to expropriate shareholder wealth. Management proposals to adopt or amend executive compensation plans are reviewed on a case-by-case basis with a bias against stock options and omnibus plans that link multiple and varied benefits into one bundled program. Tocqueville supports fair and competitive compensation linked to stated performance standards and equity ownership but is opposed to preferential treatment, excessive dilution of share ownership and exorbitant severance packages. Tocqueville also supports the annual “say on pay” by shareholders. Shareholder proposals on the topic of executive compensation are varied in resolve and are generally supported by Tocqueville unless the proposal seeks to establish an absolute prohibition or cap on a particular form of compensation. The independence of the board’s compensation committee is vital in effectuating balanced, fair and competitive awards for management performance.
• Social responsibility issues. Due to the precatory, non-binding nature of most shareholder proposals, unless totally unreasonable or deemed to result in a negative economic impact on corporate profitability or shareholder value, Tocqueville generally supports proposals such as those that request expanded disclosure, the adoption of principles establishing minimum standards of conduct for U.S. corporations operating in foreign jurisdictions and the prohibition of discrimination based on race, creed, color or sexual orientation.

Revised 2016