EX-99.ITEM(7) 5 d545682dex99item7.htm PROXY VOTING PROCEDURES & GUIDELINES

<![CDATA[Proxy Voting Procedures & Guidelines]]>

CLOUGH CAPITAL PARTNERS, LP PROCEDURES

Procedure Name:		Proxy Voting Procedures & Proxy Voting Guidelines
Related Policy:		Proxy Voting
Effective Date		June 15, 2004, revised August 22, 2007
Responsible Person:		Proxy Voting Administrator
Detailed Procedures:		1.0  Proxy Voting in General Proxy votes for client accounts of Clough Capital will be handled by the Proxy Voting Administrator, who will gather all required proxy votes, vote them according to the attached guidelines (Appendix A), prepare the information required in order for ALPS to make the required filings for the mutual fund, and then store them in the Proxy Voting Files for the required period of time. For issues not addressed by the Proxy Voting Guidelines, or for those issues where a determination is made by one of the persons listed in section 4.0 that a vote according to the established Guidelines would not be in the economic interest of a client account, the Proxy Voting Administrator will refer the matter to the Compliance Committee for resolution. 2.0  Proxy Voting Administrator The duties of the Administrator will include the following: •   Gather proxies sent to Clough Capital for each of the securities held by a client account or fund •   Log each proxy into tracking spreadsheet (Appendix B) with all required information listed in section 3.0 •   Compare the proxy proposals against the Proxy Voting Guidelines & vote all that can be voted based on guidelines •   Submit proxies that are not addressed in the Guidelines to PM’s/Analysts for their opinion •   Update tracking spreadsheet for votes cast •   Store original proxy and how voted in the Proxy Voting Files •   Summarize for the mutual fund at end of year (June 30th) and send to ALPS to complete the Form N-PX for filing with SEC by August 31st

CLOUGH CAPITAL PARTNERS, LP PROCEDURES

3.0  Proxy Voting Record Required

The following information must be recorded and saved by the Administrator for each proxy vote of each security:

—     Name of the issuer of the portfolio security

—     Exchange ticker symbol of the portfolio security

—     CUSIP for the portfolio security (if available)

—     Shareholder meeting date

—     Brief identification of matter voted on

—     Whether the matter is proposed by issuer or a security holder

—     Whether fund cast its vote on the matter

—     How the fund cast its vote (for/against/abstain)

—     Whether fund cast its vote for or against the management position on the issue

This information is required to be filed with the SEC electronically via Form N-PX for all registered investment companies (mutual funds) no later than August 31 for the most recent 12 month period ended June 30. This will be done by the fund’s administrator, ALPS Fund Services, for the mutual funds sponsored by Clough Capital, but ALPS will need this information from Clough. The information also needs to be sent to ALPS so it is available upon request by shareholders.

4.0  Contradiction to Proxy Voting Guidelines

For the proxy issues outlined in the attached Proxy Voting Guidelines, the Clough Capital voting position will generally be as listed, unless an analyst, trader, or Partner of the firm believes that voting a particular proxy in accordance with the stated guideline would not be in the best economic interests of a client account, in which case that person should bring the matter to the attention of the Proxy Voting Administrator. The Administrator will then refer the matter to the Compliance Committee for resolution. Votes in contradiction to the established Proxy Voting Guidelines will be documented in an appropriate memo to file.

4.1  Votes on Issues not listed in the Proxy Voting Guidelines

If a proxy vote is received and the Proxy Voting Administrator cannot find the particular issue to be voted on the Proxy Voting Guidelines, then the Administrator must summarize the issue and then bring it to the attention of the analyst covering that industry and the relevant portfolio manager for consideration. Once there has been determination made as to how to vote the issue, the analyst should update the Proxy Voting Guidelines for guidance on future, similar issues.

CLOUGH CAPITAL PARTNERS, LP PROCEDURES

		5.0 Record Keeping Requirements Clough Capital must keep accurate books and records, including those relating to proxy voting. The records that must be maintained in accordance with the Record Keeping Policy are listed under Records Produced below. The Proxy Voting Administrator will be responsible for ensuring that the records listed are maintained.
Records Produced:		—     Proxy statements received regarding client securities —     Records of votes cast on behalf of clients (Proxy Voting Tracking Spreadsheet) —     Information gathered for the filing of Form N-PX —     Form N-PX filed by August 31st of each year for preceding year ended June 30th —     Records of client requests for proxy voting information —     Any documents prepared by Clough Capital that were material to making a decision how to vote or that memorialized the basis for the decision
Evidence of Supervision:		On a quarterly basis, the Compliance Officer will examine the proxy voting files and ensure that all proxies were voted in accordance with the Policy and documented accordingly, including any votes that presented a potential or actual conflict of interest. This information will be supplied to the Fund CCO as part of the Quarterly Compliance Certification.
Record Keeping:		Records will be maintained for 2 years on site and 3 years offsite, except for records for registered mutual funds, which will be maintained for 2 years on site and 4 years offsite.

CLOUGH CAPITAL PARTNERS, LP PROCEDURES

Appendix A

Proxy Voting Guidelines

For the following proxy issues, the Clough Capital voting position will generally be as listed, unless an analyst, trader, or Partner of the firm believes that voting a particular proxy in accordance with the stated guideline would not be in the best economic interests of a client account, in which case that person should bring the matter to the attention of the Proxy Voting Administrator. The Administrator will then refer the matter to the Compliance Committee for resolution as outlined in the Proxy Voting Procedures.

Category of Issue		Issue		Clough Position		Rationale/Reasoning
Board of Directors		Election of Directors		Support Management Recommendations		Where no corporate governance issues are implicated
		Changes in Board of Directors (removals of directors; filling of vacancies; fixing size of board)		Support Management Recommendations		Management in best position to know if best for company
		Other Issues (e.g. Classified Board; Liability of Board; Qualification of Directors)		Generally Support Management Recommendations		So long as in best economic interests of clients
Capital Structure		Increase in common stock		Support Management Recommendations		Management in best position to know if best for company
		Reclassification of common stock		Support Management Recommendations		Management in best position to know if best for company
		Other Issues (e.g. Additional Shares; Stock Splits; Repurchases, etc.)		Generally Support Management Recommendations		So long as in best economic interests of clients
Corporate Governance		Addition or amendment of indemnification provisions in company’s charter or by-laws		Support Management Recommendations		Management in best position to know if best for company
		Other issues (e.g. Confidential Voting; Cumulative Voting; Supermajority Requirements)		Generally Support Management Recommendations		So long as in best economic interests of clients
Compensation		Compensation of Outside Directors		Support Management Recommendations		Management in best position to know if best for company
		Other Issues (e.g. Executive/Director stock option plans; Employee Stock Option Plans; Option Expensing)		Generally Support Management Recommendations		So long as in best economic interests of clients

CLOUGH CAPITAL PARTNERS, LP PROCEDURES

Anti-Takeover Provisions		Shareholder rights plans (“Poison Pills”) (shareholder approval of or ratification of these types of plans)		Generally Support Management Recommendations		So long as in best economic interests of clients
		Other Issues (e.g. Reincorporation plans; Fair-Price Proposals, etc.)		Generally Support Management Recommendations		So long as in best economic interests of clients
Mergers & Acquisitions		Special corporate transactions (takeovers; spin-offs; sales of assets; reorganizations; restructurings; recapitalizations)		Generally Support Management Recommendations		So long as in best economic interests of clients
Social & Political Issues		Labor & human rights (global codes of conduct; workplace standards)		Generally Support Management Recommendations		Generally best not to impose these issues from the outside
		Other Issues (e.g. Environmental issues; Diversity & Equality; Health & Safety; Government/Military)		Support Management Recommendation		Generally best not to impose these issues from the outside
Miscellaneous Items		Selection of Independent Auditors		Support Management recommendation		Management in best position to know if best for company
		Other Issues (e.g. Limitation of non-audit services provided by independent auditors; Audit Firm Rotation; Bundled Proposals, etc.)		Generally Support Management Recommendations		So long as in best economic interests of clients