Issue link: https://read.uberflip.com/i/1494883
30 Item 16 – Investment Discretion SIMC receives discretionary authority from the Client to manage Client's account assets in accordance with Client's Investment Guidelines via the agreement they enter into with SIMC. Some Clients have assigned SIMC greater discretion with respect to determining the proper asset allocation of their portfolio in which SIMC may periodically change the asset allocation without seeking prior Client approval. These Clients have also given SIMC the discretion to add or remove asset class exposures as SIMC deems prudent to seek to meet Clients' objectives. SIMC also maintains discretionary authority: (1) as investment advisor to the SEI Funds; (2) to determine the re-balancing allocation of a Client's assets among the individual SEI Funds or other pooled investment vehicles (no commissions are incurred on these transactions); (3) in certain circumstances, to dispose of a Client's securities in order to raise cash to purchase SEI Funds, liquidate the account or invest in other pooled investment vehicles; and (4) for purchase and sale of individual securities. Item 17 – Voting Client Securities SIMC has adopted and implemented written policies and procedures that are reasonably designed to ensure that SIMC votes proxies in the best interest of its clients. SIMC has retained a third-party proxy voting service provider (the "Service"), to vote proxies with respect to applicable clients in accordance with approved guidelines (the "Guidelines"), and may deviate from voting in accordance with the Guidelines in certain limited exception scenarios (see below). SIMC also has a proxy voting committee (the "Committee"), comprised of SIMC employees, who approve the Guidelines and/or approve how SIMC (itself) should vote in certain scenarios. So long as the Service votes proxies in accordance with the Guidelines, SIMC maintains that there is an appropriate presumption that the manner in which SIMC voted was not influenced by, and did not result from, a conflict of interest. In addition to retaining the Service, SIMC has also engaged a separate third- party vendor to assist with company engagement services (the "Engagement Service"). The Engagement Service strives to help investors manage reputational risk and increase corporate accountability through proactive, professional and constructive engagement. As a result of this process, the Engagement Service will at times provide to SIMC recommendations that may conflict with the Guidelines (see below for more detail). SIMC retains the authority to override the Service's recommendation, in certain/limited scenarios, and instruct the Service to vote in a manner at variance with the Service's recommendation. The exercise of such right could implicate a conflict of interest. As a result, SIMC may not overrule the Service's recommendation with respect to a proxy unless the following steps are taken: a. The Committee meets to consider the proposal to overrule the Service's recommendation. b. The Committee determines whether SIMC has a conflict of interest with respect to the issuer that is the subject of the proxy. If the Committee determines that SIMC has a conflict of interest, the Committee then determines whether the conflict is "material" to any specific proposal included within the proxy. If not, then SIMC can vote the proxy as determined by the Committee. c. For any proposal where the Committee determines that SIMC has a material conflict of interest, SIMC may vote a proxy regarding that proposal in any of the following manners: 1. Obtain Client Consent or Direction – If the Committee approves the proposal to overrule the recommendation of the Service, SIMC must fully disclose to each client holding the security at issue the nature of the conflict, and obtain the client's consent to how SIMC will vote on the proposal (or otherwise obtain instructions from the client as to how the proxy on the proposal should be voted).