Proxy Voting Policy and Procedures

Summary of proxy voting procedures concerning proxies voted by SIMC on behalf of each investment advisory client who delegates voting authority to SIMC

SEI Investments Management Corporation Description of Proxy Voting Policy and Procedures


As required by applicable regulations, SEI Investments Management Corporation (“SIMC”) provides this summary of its Proxy Voting Procedures (the “Procedures”) concerning proxies voted by SIMC on behalf of each investment advisory client who delegates voting authority to SIMC (each a “Client”). The Procedures may be changed as necessary to remain current with regulatory requirements and internal policies and procedures.

SIMC votes proxies in the best economic interests of Clients. SIMC has elected to retain an independent proxy voting service (the “Service”) to vote proxies for Client accounts, which votes proxies in accordance with Proxy Voting Guidelines (the “Guidelines”) approved by SIMC’s Proxy Voting Committee (the “Committee”). The Guidelines set forth the manner in which SIMC will vote on matters that may come up for shareholder vote. The Service will review each matter on a case-by-case basis, and vote the proxies in accordance with the Guidelines.

Prior to voting a proxy, the Service makes available to SIMC its recommendation on how to vote in light of the Guidelines. SIMC retains the authority to overrule the Service’s recommendation on any specific proxy proposal and to instruct the Service to vote in a manner determined by the Committee. Before doing so, the Committee will determine whether SIMC may have a material conflict of interest regarding the proposal. If the Committee determines that SIMC has such a material conflict, SIMC (i) may instruct the Service to vote in accordance with the Service’s recommendation, or (ii) will fully disclosure to each client holding the security at issue the nature of the conflict, obtains the client’s consent to voting in the manner determined by the Committee
(or otherwise obtains instructions from the client as to how to vote on the proposal).

For each proxy, SIMC maintains all related records as required by applicable law. A Client may obtain a copy of SIMC’s Procedures and Guidelines, or a copy of the specific voting record for their account, by calling SIMC at 1-800-DIAL-SEI, or writing to SIMC at One Freedom Valley Drive, Oaks, Pennsylvania 19456.

December 17, 2008