PICTON Investments Proxy Voting Guidelines

PICTON Investments (“PICTON”) provides investment management and administrative services to each of the investment funds and separately managed accounts that it manages (collectively, the “Funds”). Part of PICTON’s responsibilities include exercising the voting rights attached to the securities held by the Funds.

PICTON has retained the services of Institutional Shareholder Services (“ISS”), an independent firm, to manage and execute proxy votes. In addition, ISS provides research and voting recommendations based on various benchmark proxy voting policies.

PICTON has adopted ISS’s Sustainability International Proxy Voting Guidelines and Sustainability U.S. Proxy Voting Guidelines as its standing policy for voting routine matters (collectively, the “Sustainability Guidelines”). These Guidelines indicate the principles of corporate governance which the Funds will generally support when exercising proxy votes.

In addition, in respect of the PICTON Arbitrage Fund, PICTON Arbitrage Plus Fund, PICTON Arbitrage Alternative Fund, and PICTON Arbitrage Plus Alternative Fund, PICTON has adopted ISS’ benchmark U.S. Proxy Voting Guidelines and Canada Proxy Voting Guidelines as its standing policy for voting routine matters (the “Benchmark Guidelines" and collectively with the Sustainability Guidelines, the “Guidelines”). The Guidelines are available upon request.

PICTON will generally follow ISS’ voting recommendations in accordance with the Guidelines, however, there may be circumstances where PICTON believes that it would be in the best interests of a Fund to vote differently than the manner contemplated by the Guidelines, or to abstain or withhold from voting. While the Guidelines are comprehensive, they may not specifically address each voting issue that may be encountered. PICTON has adopted proxy voting procedures to address such instances.

For a copy of a Fund’s proxy voting record click here. Through the website, you are able to view the voting records for individual securities on a fund-by-fund basis. For each security, a brief description of each voting matter is provided, including an indication of whether the investment fund voted on the matter, and whether the votes cast were for or against the recommendations of the management of the issuer. The proxy voting record is only in English.