Willoughby Asset Management Inc. (“Willoughby”), in its capacity as Investment Fund Manager, provides investment management and administrative services to the Willoughby Investment Pool. Acting in its capacity as manager, Willoughby has the right to vote proxies relating to the issuers of each Fund’s portfolio securities, subject to compliance with applicable securities legislation. Willoughby may delegate this function to a Fund’s portfolio advisor or sub-advisor as part of such advisor’ s discretionary authority to manage the Fund’s assets. In all cases, proxies must be voted in a manner consistent with the best interests of the Fund and its unitholders. Accordingly, Willoughby has adopted the following proxy voting guidelines.

Generally, proxies will be voted with management of an issuer on routine business. Examples of routine business applicable to an issuer are: voting on the size, nomination, and election of the board of directors, ratifying director actions, the appointment of auditors and authorization of directors to fix remuneration of auditors. All special or non-routine matters will be assessed on a case-by-case basis with a focus on the potential impact of the vote on the value of a Fund’s investment in that issuer.

Special or non-routine matters are brought to the attention of the portfolio manager(s) of the Fund, and, after assessment, the portfolio manager(s) will direct that such matters be voted in a way that he or she believes will better protect or enhance the value of the investment for the Fund. The fundamental policy to vote proxies on behalf of a Fund in a manner consistent with the best interests of the Fund and its unitholders will always guide any proxy voting decision. In certain cases, a portfolio manager may abstain from voting a proxy or a specific proxy item when he or she concludes that it is not in the best interest of unitholders of the fund to vote such proxies. In the event that a proxy raises a conflict of interest between the portfolio advisor and the interests of the fund, the portfolio advisor will resolve the conflict by voting in the Fund’s favor. Willoughby will not vote proxies received for issuers of portfolio securities which are no longer held in a Fund’s account.

It is at the discretion of the portfolio advisor to deviate from these policies on any particular proxy vote depending upon the facts and circumstances present.

A copy of the proxy voting guidelines and the most recent Proxy Voting Record for the Fund for the most recent period ended June 30 of each year will be available upon request to be sent to the unitholders of the Fund at any time after August 31 of that year.

If you have any questions, please contact the Compliance Department, Willoughby Asset Management Inc.,

Royal Centre, 1800-1055 West Georgia Street, PO BOX 11118, Vancouver, B.C. V6E 3P3

Proxy Voting Record

Proxy Voting Record – June 30, 2023 – Willoughby Investment Pool