Blackstone Alternative Multi-Strategy Fund

Filed pursuant to Rule 497(e)
File Nos. 333-185238 and 811-22743
BLACKSTONE ALTERNATIVE INVESTMENT FUNDS
Supplement dated January 9, 2024 to the
Blackstone Alternative Multi-Strategy Fund (the “Fund”)
Prospectus, dated July 31, 2023, as supplemented
Addition of Sub‑Adviser
Pursuant to action taken by the Board of Trustees of the Fund, Harvest Fund Advisors LLC will serve as a discretionary sub‑adviser to the Fund.
Effective immediately, the Fund’s Prospectus is revised as follows:
The list of sub‑advisers to the Fund in the “Fund Summary—Principal Investment Strategies” section of the Prospectus is deleted in its entirety and replaced with the following:
 
Discretionary Sub‑Advisers
  
Principal Strategy
Bayforest Capital Limited    Multi-Strategy Strategies
Bayview Asset Management, LLC    Relative Value Strategies
Blackstone Liquid Credit Strategies LLC    Relative Value Strategies
Blackstone Real Estate Special Situations Advisors L.L.C.    Relative Value Strategies
Caspian Capital LP    Event-Driven Strategies
Clear Sky Advisers, LLC    Macro Strategies
D. E. Shaw Investment Management, L.L.C.    Multi-Strategy Strategies
Endeavour Capital Advisors Inc.    Equity Hedge Strategies
Fir Tree Capital Management LP    Relative Value Strategies
Fort Baker Capital Management LP    Event-Driven Strategies
Harvest Fund Advisors LLC    Equity Hedge Strategies
Magnetar Asset Management LLC    Event-Driven Strategies
Maren Capital LLC    Equity Hedge Strategies
Mariner Investment Group, LLC    Relative Value Strategies
Melqart Asset Management (UK) Limited    Macro Strategies
Merritt Point Partners LLC    Macro Strategies
Mesarete Capital LLP    Relative Value Strategies
Nephila Capital Ltd.    Event-Driven Strategies
North Reef Capital Management LP    Equity Hedge Strategies
Sage Rock Capital Management LP    Event-Driven Strategies
Seiga Asset Management Limited    Equity Hedge Strategies
Seven Grand Managers LLC    Event-Driven Strategies
TrailStone Commodity Trading US, LLC    Macro Strategies
Two Sigma Advisers, LP    Equity Hedge Strategies
Varick Capital Partners LP    Macro Strategies
Waterfall Asset Management, LLC    Relative Value Strategies
The list of sub‑advisers to the Fund in the “Fund Summary—Management of the Fund” section in the Prospectus is deleted in its entirety and replaced with the following:
Discretionary Sub‑Advisers:
Bayforest Capital Limited
Bayview Asset Management, LLC
Blackstone Liquid Credit Strategies LLC
Blackstone Real Estate Special Situations Advisors L.L.C.
Caspian Capital LP

Clear Sky Advisers, LLC
D. E. Shaw Investment Management, L.L.C.
Endeavour Capital Advisors Inc.
Fir Tree Capital Management LP
Fort Baker Capital Management LP
Harvest Fund Advisors LLC
Magnetar Asset Management LLC
Maren Capital LLC
Mariner Investment Group, LLC
Melqart Asset Management (UK) Limited
Merritt Point Partners LLC
Mesarete Capital LLP
Nephila Capital Ltd.
North Reef Capital Management LP
Sage Rock Capital Management LP
Seiga Asset Management Limited
Seven Grand Managers LLC
TrailStone Commodity Trading US, LLC
Two Sigma Advisers, LP
Varick Capital Partners LP
Waterfall Asset Management, LLC
The list of sub‑advisers to the Fund in the “More on the Fund’s Investment Strategies, Investments, and Risks—Investment Strategy” section in the Prospectus is deleted in its entirety and replaced with the following:
 
Discretionary Sub‑Advisers
 
Principal Strategy
 
Principal Sub‑Strategy
Bayforest Capital Limited   Multi‑Strategy Strategies   N/A
Bayview Asset Management, LLC   Relative Value Strategies   Fixed Income – Asset Backed
Blackstone Liquid Credit Strategies LLC   Relative Value Strategies   Fixed Income – Asset Backed
Blackstone Real Estate Special Situations Advisors L.L.C.   Relative Value Strategies   Fixed Income – Asset Backed
Caspian Capital LP   Event-Driven Strategies   Distressed/Restructuring
Clear Sky Advisers, LLC   Macro Strategies   Commodity – Energy
D. E. Shaw Investment Management, L.L.C.   Multi-Strategy Strategies   N/A
Endeavour Capital Advisors Inc.   Equity Hedge Strategies   Equity Long/Short
Fir Tree Capital Management LP   Relative Value Strategies   Fixed Income – Corporate
Fort Baker Capital Management LP   Event-Driven Strategies   Event Driven Multi-Strategy
Harvest Fund Advisors LLC   Equity Hedge Strategies   Equity Long/Short
Magnetar Asset Management LLC   Event-Driven Strategies   Risk Arbitrage Strategies
Maren Capital LLC   Equity Hedge Strategies   Fundamental Value
Mariner Investment Group, LLC   Relative Value Strategies   Fixed Income – Asset Backed
Melqart Asset Management (UK) Limited   Macro Strategies   Discretionary Thematic
Merritt Point Partners LLC   Macro Strategies   Commodity – Multi
Mesarete Capital LLP   Relative Value Strategies   Fixed Income – Sovereign
Nephila Capital Ltd.   Event-Driven Strategies   Reinsurance
North Reef Capital Management LP   Equity Hedge Strategies   Equity Long/Short
Sage Rock Capital Management LP   Event-Driven Strategies   Event-Driven Multi-Strategy
Seiga Asset Management Limited   Equity Hedge Strategies   Equity Long/Short
Seven Grand Managers LLC   Event-Driven Strategies   Event-Driven Multi-Strategy
TrailStone Commodity Trading US, LLC   Macro Strategies   Commodity – Energy
Two Sigma Advisers, LP   Equity Hedge Strategies   Equity Market Neutral
Varick Capital Partners LP   Macro Strategies   Systematic Diversified
Waterfall Asset Management, LLC   Relative Value Strategies   Fixed Income – Asset Backed

The following disclosure is added to the “More on Fund Management—Adviser and Sub‑Advisers—Sub‑Advisers” section in the Prospectus:
 
   
Harvest Fund Advisors LLC (“Harvest”), located at 100 West Lancaster Avenue, 2nd Floor, Wayne, PA 19087, is an investment adviser registered with the SEC. Harvest may manage a portion of the Fund’s assets using Equity Hedge Strategies. Founded in November 2005, Harvest has approximately $6.2 billion in assets under management as of December 31, 2023. Harvest is an indirect wholly-owned subsidiary of Blackstone and an affiliate of the Adviser on the basis that it is under common control with the Adviser.
Shareholders should retain this Supplement for future reference.


Filed pursuant to Rule 497(e)
File Nos. 333-185238 and 811-22743

BLACKSTONE ALTERNATIVE INVESTMENT FUNDS

Supplement dated January 9, 2024 to the

Blackstone Alternative Multi-Strategy Fund (the “Fund”)

Statement of Additional Information, dated July 31, 2023, as supplemented

Addition of Sub-Adviser

Pursuant to action taken by the Board of Trustees of the Fund, Harvest Fund Advisors LLC will serve as a discretionary sub-adviser to the Fund.

Effective immediately, the following disclosure is added to the section “Investment Management and Other Services—The Sub-Advisers” in the Statement of Additional Information:

 

   

Harvest Fund Advisors LLC (“Harvest”). Harvest is an indirect wholly-owned subsidiary of Blackstone, a publicly traded corporation that has shares that trade on the New York Stock Exchange under the symbol “BX.” Harvest is treated as an affiliate of BAIA on the basis that it is under common control with BAIA.

Sub-Adviser Proxy Voting Policy

Effective immediately, the disclosure in the attached Appendix A is added to Appendix A to the Statement of Additional Information:

Shareholders should retain this Supplement for future reference.


APPENDIX A

 

 

LOGO

Harvest Proxy Voting Guidelines

Set forth below are ADVISER’s proxy voting guidelines table (“Table”) and guidelines (“Guidelines”) pertaining to specific issues. We generally vote Proposals in accordance with this Table and the Guidelines . We may, however, deviate from the Table and Guidelines if warranted by the specific facts and circumstances of the situation. In addition, the Guidelines are not intended to address all issues that may appear on all proxy ballots. Proposals not specifically addressed by the Guidelines, whether submitted by management or shareholders will be evaluated on a case-by-case basis, keeping in mind that the objective of the Guidelines is to increase the value of the securities in our clients’ accounts.

The Table and these Guidelines are divided into two sections: Management and Shareholder proposals. These Guidelines set forth how Adviser will respond to certain proxy voting issues. Where the Guidelines state we will vote in favor of a management proposal on a given issue, we would in turn vote against any corresponding shareholder proposal (e.g. we will vote for management proposals to eliminate cumulative voting and vote against shareholder proposals to adopt it).

Note that for the accompanying Guidelines the terms noted will have the following definitions: 1) Shareholder is synonymous with Unitholder; 2) Articles of Incorporation is synonymous with Partnership Agreement; and 3) Corporation is synonymous with Partnership.

 

I.

MANAGEMENT PROPOSALS

 

  A.

BUSINESS / FINANCIAL ISSUES

 

1.    Election of Directors    For

Unless there is a proxy contest for seats on the Board or if Adviser determines that there are other compelling reasons for withholding votes for directors, we will vote in favor of the management-proposed slate of directors.

Adviser believes that directors have a duty to respond to shareholder actions that have received significant shareholder support. We may withhold votes for directors that fail to act on key issues such as proposals to declassify boards, to implement a majority vote requirement, or to submit a rights plan to a shareholder vote, and for directors who fail to act on tender offers where a majority of shareholders have tendered their shares. In addition, we will withhold votes for directors who fail to attend at least 75% of board meetings within a given year without a reasonable excuse. Finally, we may withhold votes for directors of non-U.S. issuers where there is insufficient information about the nominees disclosed in the proxy statement.

 

   Voting for Director Nominees in a Contested Election    Case-by-Case

Votes in a contested election of directors are evaluated on a case-by-case basis considering, among other things, the following factors: the target company’s long-term financial performance relative to its industry; management’s track record with respect to safeguarding the interests of shareholders; the background of the proxy contest including the steps the dissidents took to influence management prior to initiating the proxy contest; the qualifications of director nominees of both the incumbent and dissident slates; and an evaluation of the objectives and goals made in the competing offers as well as the likelihood that the proposed objectives and goals can be met.


2.    Appointment of Auditors    For

Adviser believes that the company is in the best position to choose the accounting firm and will generally support management’s recommendation. While the Sarbanes-Oxley Act of 2002 has proscribed certain non-audit services by auditors, there are still many non-audit services that auditing firms are permitted to provide to a company. We recognize that there may be inherent conflicts when a company’s independent auditors perform substantial non-audit related services for the company. Therefore, in reviewing a proposed auditor we will consider the amount of non-audit related services performed versus the total audit fees paid by the company to the auditing firm and if there are any other reasons to question the independence of the firm’s auditors.

 

3.    Increase Authorized Common Stock    Case-by-Case

Adviser will generally support proposals to increase authorized common stock when it is necessary to implement a stock split, aid in a restructuring or acquisition or provide a sufficient number of shares for employee savings plans, stock option or executive compensation plans. A satisfactory explanation for a company’s plans for the stock must be disclosed in the proxy statement. We will oppose increases in authorized common stock where there is evidence that the shares are to be used to implement a poison pill or another form of anti-takeover device, or if the issuance of new shares could excessively dilute the value of the outstanding shares upon issuance. In addition, a satisfactory explanation of a company’s intentions must be disclosed in the proxy statement for proposals requesting an increase of greater than one hundred percent of the shares outstanding.

 

4.   

Changes in Board Structure and

Amending the Articles of Incorporation

   Case-by-Case

Companies may propose changes to the structure of the Board of Directors including changing the manner in which Board vacancies are filled, directors are nominated or the number of directors. Such proposals may require amending the charter or by-laws or otherwise require shareholder approval. In most instances, these proposals are not controversial nor an anti-takeover device. Therefore, Adviser generally votes in favor of such proposals.

Other changes in a company’s charter, articles of incorporation or by-laws are usually technical or administrative in nature, but such proposals will be evaluated on a case-by-case by the Investment Committee and the Officers.

 

5.   

Corporate Restructurings,

Merger Proposals and Spin-offs

   Case-by-Case

Proposals requesting shareholder approval of corporate restructurings, merger proposals and spin-offs are determined on a case-by-case basis. For Adviser accounts, the Adviser Committee will give great weight to views of the research analyst who covers the particular company and/or the portfolio managers of the client accounts with holdings in the company.

 

6.    Considering Non-Financial Effects of a Merger Proposal    Against

We will oppose proposals that require the Board to consider the impact a merger would have on groups other than a company’s shareholders, such as employees, consumers, business partners, and the communities in which the company is located. We expect that a company’s Board will act only in the best interest of its shareholders at all times.

 

7.    Director Liability and Indemnification    Case-by-Case

Some companies argue that increased indemnification and decreased liability for directors are important to ensure the continued availability of competent directors. However, others argue that the risk of such personal liability minimizes the propensity for corruption and negligence.

Moreover, increased litigation against directors and an accompanying rise in the cost for directors’ liability insurance has prompted a number of states to adopt laws that reduce a director’s liability for a breach of the fiduciary duty of care. These state laws usually require shareholder approval of this statutory protection.


Generally, Adviser will support indemnification provisions that are in accordance with state law. Adviser will vote in favor of proposals adopting indemnification for directors with respect to acts conducted in the normal course of business. We will vote in favor of proposals that expand coverage for directors and officers in the event their legal defense is unsuccessful but where the director was found to have acted in good faith and in the best interests of the company. We will oppose indemnification for gross negligence.

 

8.    Stock Option Plans    Case-by-Case

Stock option plans are designed to attract, hold and motivate good executives, employees and, increasingly, outside directors. However, some plans are excessively generous and reward only a small percentage of top executives.

Stock option plans are the single most common, and perhaps the most complex, item shareholders are called upon to decide. Additionally, they are a major corporate expense and therefore warrant careful study. Because each plan may be different, it is necessary to look at the terms and conditions of each proposed plan to ensure that the plan properly aligns the long term interests of management and shareholders.

Adviser will review the proposed plans to ensure that shareholder equity will not be excessively diluted, the exercise price is not below market price on the date of grant, an acceptable number of employees are eligible to participate.

Excessive dilution generally occurs where the dilution level of the proposed plan, together with all other continuing plans, exceeds 10 to 20%. In addition, we will scrutinize closely plans that allow for granting in excess of 2% of the shares outstanding in a given year (commonly referred to as the “run rate”) and will look favorably on plans that specifically restrict annual grants to below this level. We will generally oppose plans that permit repricing of underwater stock options without shareholder approval. We also consider other factors such as the company’s performance and industry practice.

Adviser may utilize outside proxy advisory services to assist in compiling the data relevant to our decision.

 

9.    Stock Splits    Case-by-Case

Companies often seek shareholder approval for a stock split in order to increase the liquidity of its common stock. This in turn lowers the price thereby making the stock more attractive to small investors. Adviser will generally vote in favor of a proposal to split a company’s stock.    

 

  B.

ANTI-TAKEOVER ISSUES

 

1.    Blank Check Preferred Stock    Against

A Blank Check Preferred Stock proposal is one that authorizes the issuance of certain preferred stock at some future point in time and allows the Board to establish voting, dividend, conversion, and other rights at the time of issuance. While blank check preferred stock can provide a corporation with the flexibility needed to meet changing financial conditions, it also may be used as the vehicle for implementing a poison pill defense, or some other entrenchment device. Our concern is that once this stock has been authorized, shareholders have no further power to determine how or when it will be allocated. Accordingly, we will generally oppose this type of proposal.

 

2.    Classified Boards    Against

A classified board typically is divided into three separate classes. Each class holds office for a term of two or three years. Only a portion of the Board can be elected or replaced each year. Since this type of proposal has fundamental anti-takeover implications, Adviser opposes the adoption of classified boards unless there is a justifiable financial reason or where adequate sunset provisions exist. However, where a classified board already exists, we will not withhold votes for directors who sit on such boards. We will withhold votes for directors that fail to implement shareholder approved proposals to declassify boards.


3.    Fair Price Provisions    Case-by-case

A Fair Price Provision in the company’s charter or by-laws is designed to ensure that each shareholder’s securities will be purchased at the same price if the corporation is acquired under a plan not agreed to by the Board. In most instances, the provision requires that any tender offer made by a third party must be made to all shareholders at the same price.

Fair pricing provisions attempt to prevent the “two-tiered front loaded offer” where the acquirer of a company initially offers a premium for a sufficient percentage of shares of the company to gain control and subsequently makes an offer for the remaining shares at a much lower price. The remaining shareholders have no choice but to accept the offer. The two-tiered approach is coercive as it compels a shareholder to sell his or her shares immediately in order to receive the higher price per share. This type of tactic has caused many states to adopt fair price provision statutes to restrict this practice.

Adviser will consider fair price provisions on a case-by-case basis. We will vote against any proposal where there is evidence that management intends to use the provision as an anti-takeover device as well as any fair price proposal where the shareholder vote requirement is greater than a majority of disinterested shares (i.e. shares beneficially owned by individuals other than the acquiring party).    

 

4.   

Limiting a Shareholder’s Right to

Call Special Meetings

   Against

Companies contend that limitations upon the shareholders’ right to call special meetings are needed to prevent minority shareholders from taking control of the company’s agenda. However, such limits also have anti-takeover implications because they prevent a shareholder or a group of shareholders who have acquired a significant stake in the company from forcing management to address urgent issues such as the potential sale of the company. Because most states prohibit shareholders from abusing this right, we see no justifiable reason for management to eliminate this fundamental shareholder right. Accordingly, we generally will vote against such proposals.

 

5.   

Limiting a Shareholder’s Right to

Act by Written Consent

   Against

Action by written consent enables a large shareholder or group of shareholders of a company to initiate votes on corporate matters prior to the annual meeting. Adviser believes this is a fundamental shareholder right and therefore will oppose proposals that seek to eliminate or limit this right. Conversely, we will support shareholder proposals seeking to restore these rights.

 

6.    Supermajority Vote Requirements    Against

A supermajority vote requirement is a charter or by-law requirement that, when implemented, raises the percentage (higher than the customary simple majority) of shareholder votes needed to approve certain proposals, such as mergers, changes of control, or proposals to amend or repeal a portion of the Articles of Incorporation.

In most instances, Adviser will oppose these proposals and will support shareholder proposals that seek to reinstate the simple majority vote requirement.

 

7.    Reincorporation    Case-by-Case

Adviser individually reviews proposals that seek shareholder approval to reincorporate in a different state or country taking into consideration management’s stated reasons for the proposed move.    

There are many valid business reasons why a corporation may choose to reincorporate in another jurisdiction. For example, corporations may choose to reincorporate in another state after a restructuring or a merger or they may seek the flexibility certain states offer when organizing and operating a corporation’s internal governance. Delaware is the state most often selected. However, in many cases a reincorporation proposal is an attempt by the corporation to take advantage of a particular state’s anti-takeover statute.


Careful scrutiny will also be given to proposals that seek approval to reincorporate outside the United States to countries, such as Bermuda, that serve as tax havens. Adviser recognizes that such provisions can help facilitate the growth of a company’s non-US business and can potentially benefit shareholders when a company lowers its tax liability. When evaluating such proposals, Adviser considers factors such as the location of the company’s business, the statutory protections available in the country to enforce shareholder rights and the tax consequences to shareholders as a result of the reincorporation.

 

8.    Issuance of Stock with Unequal Voting Rights    Against

Proposals seeking shareholder approval for the issuance of stock with unequal voting rights generally are used as anti-takeover devices. These proposals are frequently structured as a dual class capitalization plan that establishes two classes of stock. To encourage shareholders to approve plans designed to concentrate voting power in the hands of insiders, some plans give higher dividends to shareholders willing to exchange their shares for new shares with inferior voting rights.

Unequal voting rights plans are designed to reduce the voting power of existing shareholders and concentrate a significant amount of voting power in the hands of management. In the majority of instances, they serve as an effective deterrent to takeover attempts. Adviser deems such plans unacceptable and in most instances will vote against these proposals.

 

9.    Elimination of Preemptive Rights    Case-by-Case

Preemptive rights allow the shareholders of the company to buy newly issued shares before they are offered to the public in order to maintain their percentage ownership. Adviser believes preemptive rights are an important shareholder right and therefore careful scrutiny must be given to management’s attempts to eliminate them. However, since preemptive rights can be prohibitively costly to widely held companies, the benefit of such rights will be weighed against the economic effect of maintaining the right.

 

10.    Other Business    Against

Proposals such as this allow management to act on issues that shareholders may raise at the annual meeting. Since it is impossible to know what issues may be raised, Adviser will vote against such proposals.

 

II.

SHAREHOLDER PROPOSALS

 

  A.

CORPORATE GOVERNANCE ISSUES

 

1.    Submit Company’s Shareholder Rights   

 

   Plan to Shareholder Vote    For

Most shareholder rights plans (also known as “poison pills”) permit the shareholders of a target company involved in a hostile takeover to acquire shares of that company, the acquiring company, or both, at a substantial discount once a “triggering event” occurs. A triggering event is usually a hostile tender offer or the acquisition by an outside party of a certain percentage of the company’s stock. Because most plans exclude the hostile bidder from the purchase, the effect in most instances is to dilute the equity interest and the voting rights of the potential acquirer once the plan is triggered. A shareholder rights plan is designed to discourage potential acquirers from acquiring shares to make a bid for the issuer. We believe that measures that impede takeovers or entrench management not only infringe on the rights of shareholders but may also have a detrimental effect on the value of the company.

Adviser will support shareholder proposals that seek to require the company to submit a shareholder rights plan to a shareholder vote. Adviser will evaluate on a case-by-case basis proposals to completely redeem or eliminate a rights plan.

 

2.    Implement Confidential Voting    For

Proponents of confidential voting argue that proxy voting should be conducted under the same rules of confidentiality as voting in political and other elections—by secret ballot, with an independent party


verifying the results. Supporters of these proposals argue that open balloting allows management to re-solicit shareholders and to urge—or sometimes coerce—them into changing their votes. Opponents argue that confidential voting makes it more difficult for a company to garner the necessary votes to conduct business (especially where a supermajority vote is required) because proxy solicitors cannot determine how individual shareholders voted.

Adviser supports confidential voting because we believe that voting on shareholder matters should be free of any potential for coercion or undue influence from the company or other interested parties.

 

3.    Adopt Cumulative Voting    Against

Cumulative voting is a method of electing directors that enables each shareholder to multiply the number of his or her shares by the number of directors being voted upon. A shareholder may then cast the total votes for any one director or a selected group of directors. For example, A holder of 10 shares normally casts 10 votes for each of 12 nominees to the Board thus giving him 120 (10 x 12) votes. Under cumulative voting, the shareholder may cast all 120 votes for a single nominee, 60 for two, 40 for three, or any other combination that the shareholder may choose.

Adviser believes that cumulative voting provides a disproportionate voice to minority shareholders in the affairs of a company. Therefore we will generally vote against such proposals, and for management proposals to eliminate it.

 

4.    Anti-Greenmail Proposal    For

Greenmail, commonly referred to as “legal corporate blackmail”, is payments made to a potential hostile acquirer who has accumulated a significant percentage of a company’s stock. The company acquires the raider’s holdings of the company’s stock at a premium in exchange for an agreement that the raider will not attempt to acquire control for a certain number of years. This practice discriminates against all other shareholders as only the hostile party receives a substantial premium over the market value of its shares. These proposals seek to prevent greenmail by adopting amendments to the company’s charter or by-laws that limit the board’s ability to acquire blocks of the company’s stock at above- market prices.

Adviser will vote in favor of an anti-greenmail proposal provided the proposal has no other management initiated anti-takeover features.

 

5.    Opt Out of State Anti-takeover Law    Case-by-Case

Many states have enacted anti-takeover laws requiring an acquirer to obtain a supermajority of a company’s stock in order to exercise control. For example, under Delaware law, absent board approval, a bidder must acquire at least 85% of a company’s stock before the bidder can exercise control. Such laws represent a formidable takeover defense for companies because by simply placing 15% of the stock in “friendly” hands, a company can block an otherwise successful takeover attempt that may be in the best interests of the shareholders. These statutes often allow companies to opt out of this law with the approval of a majority of the outstanding shares.

Shareholders proposing opt-out resolutions argue that these anti-takeover laws grant the Board too much power to determine a matter that should be left to the shareholders. Critics of such proposals argue that opt-out provisions do not prevent takeovers, but rather provide the Board with an opportunity to negotiate a better deal for all shareholders. Since each state’s anti-takeover laws are different, and must be considered in the totality of all of a company’s takeover defenses, Adviser reviews these proposals on a case-by-case basis.

 

6.    Equal Access to the Proxy    For

These proposals ask companies to give shareholders equal access to the proxy materials in order to state their views on various proxy issues.

Proponents argue that, as owners, shareholders should have access to the proxy materials. While SEC rules provide for the inclusion of shareholder resolutions in the proxy materials, there are a number of handicaps, such as the 500-word limit on a proponent’s written argument and limits on the subjects that can be addressed. By contrast, management ability to comment on shareholder proposals is unlimited.


Management often argues that shareholders already have significant access to the proxy as provided by law (i.e., the right to have shareholder proposals included in the proxy statement and the right to suggest director candidates to the nominating committee). Furthermore, it would be unworkable to open the proxy process, management argues, because of the large number of shareholders that might wish to comment and it would be impossible to screen out “nuisance” proposals.

Adviser supports resolutions calling for enhancement of shareholders’ ability to access proxy materials to ensure that proxy statements are written in a manner that allows for reasonable consideration by shareholders. However, we believe access should still be limited to discourage proposals put forward by shareholders who may have their own agenda or who otherwise do not have the best interests of all shareholders in mind.

 

7.   

Submit Golden Parachutes/Severance Plans

to a Shareholder Vote

   For

Golden Parachutes assure key officers of a company lucrative compensation packages if the company is acquired and/or if the new owners terminate such officers. Adviser recognizes that offering generous compensation packages that are triggered by a change in control may help attract qualified officers. However, such compensation packages cannot be so excessive that they are unfair to shareholders or make the company unattractive to potential bidders thereby serving as a constructive anti-takeover mechanism. Accordingly, we will support proposals to submit severance plans that exceed 2.99 times the sum of an executive officer’s base salary plus bonus and that are triggered by a change in control to a shareholder vote but will review proposals to ratify or reject such plans on a case-by-case basis.

 

8.   

Submit Golden Parachutes/Severance Plans to a Shareholder

Vote Prior to being Negotiated by Management

   Against

Adviser believes that in order to attract qualified employees companies must be free to negotiate compensation packages without shareholder interference. Shareholders must then be given an opportunity to analyze a compensation plan’s final, material terms in order to ensure it is within acceptable limits. Accordingly, we will oppose proposals that require submitting severance plans and/or employment contracts for a shareholder vote prior to being negotiated by management.

 

9.    Disclose and/or Limit Executive and Director Pay    Case-by-Case

Adviser believes that management, within reason, should be given latitude in determining the mix and types of awards it offers. Generally, Adviser votes for shareholder proposals seeking additional disclosure of executive and director compensation. This includes proposals that seek to specify the measurement of performance based compensation. We will vote on a case-by-case basis shareholder proposals seeking to limit executive and director pay.

 

10.    Performance Based Stock Option Plans    Case-by-Case

Shareholder proposals such as these require a company to adopt a policy that all or a portion of future stock options granted to executives be performance based. Performance based options usually take the form of indexed options (where the option sale price is linked to the company’s stock performance versus an industry index), premium priced options (where the strike price is significantly above the market price at the time of the grant) or performance vesting options (where options vest when the company’s stock price exceeds a specific target). Proponents argue that performance based options provide an incentive for executives to outperform the market as a whole and prevent management from being rewarded for average performance. While Adviser believes that management, within reason, should be given latitude in determining the mix and types of awards it offers, it recognizes the benefit of linking executive compensation to certain types of performance benchmarks. While we will not support proposals that require all options be performance based, we will generally support proposals that require a portion of options granted to senior executives be performance based. However, since performance based options can also result in unfavorable tax treatment and the company may already have in place an option plan that sufficiently ties executive stock option plans to the company’s performance, we will consider such proposals on a case-by-case basis.


11.    Submit Option Repricing to a Shareholder Vote    For

Repricing underwater options reduces the incentive value of stock compensation plans and dilutes shareholder value. Consequently, Adviser supports shareholder proposals to seek to require a company to submit option repricing to a shareholder vote.

 

12.    Expensing Stock Options    For

Adviser recognizes that stock options have become a significant part of the compensation structure of many companies. Critics argue that since there is no uniform method of accounting for options, expensing them may distort a company’s income statement in comparison to its competitors that do not expense them. However, we believe that not expensing options may lead to a similar distortion as we view options as a large company expense. Accordingly, we will support shareholder proposals requiring companies to expense stock options.

 

13.   

Exclude Pension Income from

Performance Based Compensation

   For

Adviser is aware that companies may seek to artificially inflate earnings based on questionable assumptions about pension income. Even though these practices are acceptable under the relevant accounting rules, we believe that pension income is not an acceptable way to increase executive pay and that management’s discretion in estimating pension income is a potential conflict of interest. Accordingly, we will support such proposals.

 

14.    Majority of Independent1 Directors    For

The Board of Directors has a duty to act in the best interest of shareholders at all times. Adviser believes that these interests are best served by having directors who bring objectivity to the company and are free from potential conflicts of interests. Accordingly, Adviser will support proposals seeking a majority of independent directors on the board. While we are aware that the NYSE and NASDAQ have adopted rules that require listed companies to have a majority of independent directors on their board, Adviser will support such proposals regardless of where the company is listed.

 

15.    Majority of Independent Directors on Key Committees    For

In order to ensure that those who evaluate management’s performance, recruit directors and set management’s compensation are free from conflicts of interests, Adviser believes that the audit2, nominating and compensation committees should be composed of a majority of independent outside directors. While we are aware of that the NYSE and NASDAQ require fully independent audit, nominating and compensation committees), Adviser will support such proposals regardless of where the company is listed. However, in order to allow companies an opportunity to select qualified candidates for these important board positions, at this time we will not withhold votes for inside directors that sit on these committees.

 

16.    Separate Chairman and CEO    For

We believe that a combined chairman and CEO position raises doubt as to the objectivity of the board towards evaluating the performance of senior executives. Therefore, we will generally vote in favor of proposals to separate the two positions. However, companies may have governance structures in place that can satisfactorily counterbalance a combined position. Furthermore, for companies with smaller market capitalizations separate positions may not be practical.

 

1 

For purposes of this manual, an independent director is one that meets the requirements of independence pursuant to the listing standards of the exchange on which the common stock is listed. For stocks listed on the NYSE and NASDAQ, a director must qualify as independent under the revised listing standards.

2 

Pursuant to exchange and NASDAQ rules, adopted as directed by the Sarbanes-Oxley Act of 2002, by the earlier of i) their first annual shareholder meeting after January 15, 2004 or ii) October 31, 2004, U.S. listed issuers must have a fully independent audit committee.


17.    Separating Auditors and Consultants    Case-by-Case

We believe that a company serves its shareholders’ interest by avoiding potential conflicts of interest that might interfere with an auditor’s independent judgment. SEC rules adopted as a result of the Sarbanes-Oxley Act of 2002 attempted to address these concerns by prohibiting certain services by a company’s independent auditors and requiring additional disclosure of others services. Adviser will evaluate on a case-by-case basis proposals that go beyond the SEC rules by prohibiting auditors from performing other non-audit services or calling for the Board to adopt a policy to ensure auditor independence. We will take into consideration the policies and procedures the company already has in place to ensure auditor independence and limit non-audit fees as a percentage of total fees paid to the auditor.

 

18.    Limit Term of Directorship    Against

Such proposals limit the term a director may serve on a Board to a set number of years. Proponents believe that this will enable new ideas to be introduced to the company. Opponents argue that director turnover increases the instability of the Board. Adviser believes that a director’s qualifications, not length of service, should be the only factor considered.

 

19.    Stock Ownership Requirement    Against

These proposals require directors to own a minimum amount of company stock in order to qualify as a director, or to remain on the Board. Adviser does not believe stock ownership is necessary to align the interests of directors and shareholders. Accordingly, we will oppose these proposals.

 

20.    Pay Directors Only in Stock    Against

Adviser does not believe that share ownership is the only way for a director to align his or her interests with those of the shareholders. Further, we believe that management should be given latitude in determining the mix and types of compensation it offers its directors. Accordingly, we will oppose these proposals.

 

21.    Require Two Candidates for Each Board Seat    Against

Adviser believes that proposals such as these are detrimental to a company’s ability to attract highly qualified candidates. Accordingly, we will oppose these proposals.

 

22.    Rotation of Locale for Annual Meeting    Against

Proponents contend that the site of the annual meeting should be moved each year to a different locale in order to allow as many shareholders as possible to attend the annual meeting. Adviser believes the location of a company’s annual meeting is best left to the discretion of management, unless there is evidence that the location of previous meetings was specifically chosen with the intention of making it more difficult for shareholders to participate in the meeting.

 

  B.

SOCIAL RESPONSIBILITY, ENVIRONMENTAL AND POLITICAL ISSUES

 

1.    Introduction   

These types of shareholder proposals often raise controversial issues and may have both a financial and non-financial impact on the company. Accordingly, Adviser will assess these proposals on a case-by-case basis.

We recognize that the effect of certain polices on a company may be difficult to quantify, but nevertheless they usually affect the company’s long term performance. Long term value creation is our overriding concern in these matters. We therefore consider the impact of these proposals on the future earnings of the company. Adviser will vote against proposals that are unduly burdensome or result in unnecessary and excessive costs to the company with no discernable benefits to shareholders. We may abstain from voting on social proposals that do not have a readily determinable financial impact on shareholder value. Set forth below are recent examples of issues that we may be required to address.

 

2.    Social Issues   

 

   a.    Tobacco   

There is perhaps no issue more controversial than tobacco, due to the increased negative media attention and heightened concern not only of doctors and smokers, but of nonsmokers, politicians, public health


and child welfare advocates. With this backdrop, tobacco companies and even non-tobacco companies with ties to the industry have seen a marked increase in proposals seeking greater responsibility and social consciousness from management.

Proposals relating to tobacco issues range from issuing warnings on the risks of environmental tobacco smoke and risks of smoking-related diseases, to linking executive compensation with reductions in teen smoking.

 

   b.    Report on Workplace Diversity and/or Employment Policies

Equal employment refers to the hiring and promotion of women, minorities and the handicapped in the work force. Resolutions generally ask companies to report progress in complying with affirmative action laws. Proponents of equal employment opportunity resolutions support additional reporting in order to sensitize companies to the issue and provide a measurement of performance in this area. We will give careful consideration to whatever policies are already in place at the company.

 

   c.    Sweatshops

These proposals ask companies to issue reports on their corporate standards for doing business abroad and to adopt mechanisms for ensuring vendor compliance with these standards. The standards include policies to ensure that workers are paid sustainable living wages, and to ensure that children are not used as forced labor. We will give careful consideration to whatever policies are already in place at the company.

 

   d.    Animal Testing

These proposals ask companies to reduce reliance on animal tests for consumer product safety. Proponents of the resolutions argue that animals are needlessly being subjected to painful tests, and that companies should be required to disclose information on the numbers of animals tested, the types of animals used and the types of tests performed. Opponents, on the other hand, argue that the disclosure requirements of the U.S. Department of Agriculture are sufficient and that some testing is still necessary to avoid product liability suits.

 

   e.    Genetically Altered or Engineered Food

These proposals seek to require companies to label genetically modified organisms in a company’s products or in some cases completely eliminate their use. Proponents argue that such measures should be required due to the possible health and safety issues surrounding the use of such products. Opponents point out that the use of such products help improve crop productivity, there is no evidence that such products pose a safety hazard and that implementing such proposals could have immediate negative economic effects on the company.

 

   f.    Plant Closings

These proposals ask companies to create or expand programs to relocate workers displaced by a plant closing. Supporters of plant closing resolutions argue management should be more sensitive to employees both during the decision on closing a plant and in efforts at relocation. Companies generally respond that they already have programs to accommodate displaced workers. In addition, federal law now requires companies with a certain number of employees to give 60 days’ advance notice of a major plant closing or layoff and a number of states also have regulations in this area.

 

   g.    Bank Lending in Developing Countries

These shareholder proposals call on banks to change their lending policies in order to benefit social peace, economic growth and endangered natural resources in developing countries. Supporters of these resolutions ask banks to forgive some of the loans because most U.S. banks have already increased their loan-loss reserves to cover possible losses, and that this is already reflected in the stock price. Opponents argue that banks cannot become charitable institutions, and that to forgive debt would simply exacerbate and prolong basic structural economic problems among the debtor countries.


   h.    Pharmaceutical Pricing

Proposals such as these seek to require a company to implement pricing restraints to make prescription drugs more affordable, both domestically and in third-world countries. Proponents argue that drug prices in the United States, considered to be among the highest in the world, make adequate medical care inaccessible to those other than the most affluent. Critics of such proposals argue that artificial price controls would reduce revenues, deter investors and ultimately reduce funds available for future research and development.

 

  3.

ENVIRONMENTAL ISSUES

Environmentalists have launched nationwide campaigns over the past three decades in an effort to preserve and protect the natural resources of the United States. Greater emphasis is being placed on the responsibility of industry to preserve these natural resources by modifying or eliminating ecologically destructive activities. Increasingly, corporations are asked to be more responsive to environmental concerns.

 

   a.    The CERES Principles

Many environmental proposals include a recommendation that companies adopt and report their compliance with the Coalition of Environmentally Responsible Economies (the “CERES” Principles). The CERES Principles are a set of ten principles committing the company to environmental improvement. Proponents argue that endorsement of the CERES Principles gives a company greater public credibility than standards created by industry or government regulation alone. Companies argue that implementing the CERES Principles only duplicates their current environmental policies and is an additional cost to the company.

 

   b.    Nuclear Waste Disposal

These resolutions ask companies to allocate a portion of the cost of building nuclear power plants for research into nuclear waste disposal. Proponents argue that, because the life span of certain waste byproducts exceeds current containment capabilities, the industry should begin concentrating on waste management and disposal. While opponents acknowledge the need for research, they contend that the problem is overstated, and that some suggested containment programs are unnecessarily expensive.

 

  4.

POLITICAL ISSUES

 

   a.    Military Issues

These proposals ask companies involved in military production to report on future plans and to diversify or convert to the production of civilian goods and services. Opponents of these resolutions are concerned that conversion is not economically rational, and view the proposals as intrusions into management’s decision-making prerogative. Opponents also point to the imperative of a strong defense as reason enough to continue military production.

 

   b.    Reporting Political/Charitable Contributions

These shareholder resolutions typically ask for greater disclosure of charitable and political contributions. By requiring reports to shareholders, proponents of these shareholder resolutions contend investors can help police wrongdoings in the political system. Critics of these proposals contend that reformers overstate the problem and that a company should play an active role in expressing its opinion about relevant legislation.

Shareholder proposals relating to charitable contributions often seek to require companies to report on or restrict charitable contributions. Proponents of such proposals argue that charitable contributions are an inappropriate use of company assets since the purpose of any corporation is to make a profit. Opponents argue that charitable contributions are a useful means for a company to create goodwill. They believe management is in the best position to determine which charities are deserving and are against proposals that seek to promote the special interests of a particular shareholder.


III.

Proxy Voting Guideline Summary

 

I.

Management Proposals

 

  A.

Business Financial Issues

 

      Issue        For              Against              Case-by-Case              Abstain      
1.    Election of Directors                                
2.    Voting for Nominees in a Contested Election                                
3.    Appointment of Auditors                                
4.    Increase Authorized Common Stock                                
5.    Changes in Board Structure and Amending the Articles of Incorporation                                
6.    Corporate Restructurings, Merger Proposals and Spin-offs                                
7.    Considering Non-Financial Effects of a Merger Proposal                                
8.    Director Liability and Indemnification                                
9.    Stock Option Plans                                
10.    Stock Splits                                

 

  B.

Anti-Takeover Issues

 

      Issue        For              Against              Case-by-Case              Abstain      
1.    Blank Check Preferred Stock                                  
2.    Classified Boards                                
3.    Fair Price Provisions                                
4.    Limiting a Shareholder’s Right to Call Special Meetings                                
5.    Limiting a Shareholder’s Right to Act by Written Consent                                
6.    Supermajority Vote Requirements                                
7.    Reincorporation                                
8.    Issuance of Stock with Unequal Voting Rights                                
9.    Elimination of Preemptive Rights                                
10.    Other Business                                


II.

Shareholder Proposals

 

  A.

Corporate Governance Issues

 

      Issue        For            Against            Case-by-Case            Abstain    
1.    Submit a Shareholder Rights Plan to a Shareholder Vote                  
2.    Implement Confidential Voting                  
3.    Adopt Cumulative Voting                  
4.    Anti-Greenmail Proposal                  
5.    Opt out of State Anti-takeover law                  
6.    Equal Access to Proxy                  
7.    Submit Severance Plans (Golden Parachutes) to a Shareholder Vote                  
8.    Submit Severance Plans (Golden Parachutes) and/or Employment Agreements to a Shareholder Vote Prior to being Negotiated by Management                  
9.    Disclose and/or Limit Executive and Director Pay                  
10.    Performance Based Stock Option Plans                  
11.    Submit Option Repricing to a Shareholder Vote                  
12.    Expensing Stock Options                  
13.    Exclude Pension Income from Performance Based Compensation                  
14.    Majority of Independent Directors                  
15.    Majority of Independent Directors on Key Committees                  
16.    Separate Chairman and CEO                  
17.    Separating Auditors and Consultants                  
18.    Limit Term of Directorships                  
19.    Stock Ownership Requirement                  
20.    Pay Directors Only in Stock                  
21.    Require Two Candidates for Each Board Seat                  
22.    Rotation of Locale for Annual Meeting                  

B. Social, Environmental and Political Issues:

Adviser votes on these proposals on a case-by-case basis. Adviser will vote against shareholder proposals that will cause the company to incur excessive or unnecessary expenses and may abstain from shareholder proposals that are unlikely to have any economic effect on company’s business or financial conditions.