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Policies and Procedures GuideStone Capital Management

GuideStone Capital Management
GuideStone Capital Management has adopted these policies and procedures in accordance with Rule 206(4)-6 under the Investment Advisers Act of 1940 (the "Advisers Act"). These policies and procedures are designed to ensure that GuideStone Capital Management administers proxy voting matters in a manner consistent with the best financial interests of its clients and in accordance with its fiduciary duties under the Advisers Act and other applicable laws and regulations.

  1. Policy
    In the typical course of GuideStone Capital Management's business, voting of proxies of individual securities is delegated to the respective sub-advisers retained to oversee and direct the investment of a portion of a client portfolio. Each sub-adviser has the fiduciary responsibility for voting the proxies in a manner that is in the best financial interest of the client.

    In limited instances, transitional securities may be held in a custodial client account and may not be overseen by a sub-adviser or by an unaffiliated transition manager appointed by GuideStone Capital Management. In those cases, it is GuideStone Capital Management's policy to ensure that clients are aware of their right to vote proxies of securities they hold if they so choose. If the clients choose not to exercise voting authority, those clients will be deemed to have delegated authority to GuideStone Capital Management to vote such proxies in a manner that is consistent with the clients' best financial interests.

  2. Responsibility
    In most cases, voting of proxies is delegated to the respective sub-adviser retained to oversee and direct the investment of a portion of a client portfolio. If the security is held in an account not directly overseen by a sub-adviser, a Proxy Administrator appointed by GuideStone Capital Management will be responsible for ensuring that proxies are either forwarded to the client or voted in a manner consistent with the best interests of the client. There may be times when refraining from voting a proxy is in a client's best interest, such as when the Proxy Administrator determines that the cost of voting the proxy exceeds the expected benefit to a client.

  3. General Procedures
    In the limited instances of voting of proxies not delegated to sub-advisers or forwarded to clients as mentioned above, GuideStone Capital Management will (i) track the occurrence of shareholder meetings; (ii) obtain and evaluate the proxy information provided by the companies whose shares are being voted; (iii) vote proxies in a manner solely in the best financial interest of the clients; and (iv) submit, or arrange for the submission of, the votes to the shareholders meetings in a timely manner. GuideStone Capital Management shall use its best good faith judgment to vote proxies in a manner that best serves the financial interests of its clients and will consider only those factors that may affect the value of the client's investment and not subordinate the financial interests of the clients and the value of their investments to unrelated objectives.

    Prior to a proxy voting deadline, the Proxy Administrator will make a determination as to how to vote each proxy proposal based on his/her analysis of the proposal. In evaluating a proxy proposal, the Proxy Administrator may consider information from many sources, including management of the company, shareholder groups and independent proxy research services. When determining how to vote a proxy, the Proxy Administrator shall consider only those factors that relate to the client's investment, including whether its vote is in accordance with the client portfolio's investment guidelines and policies, and how its vote will economically impact and affect the value of the client's investment.

    Proxy votes generally will be cast in favor of proposals that (i) maintain or strengthen the shared interests of shareholders and management; (ii) increase shareholder value; (iii) maintain or increase shareholder influence over the issuer's board of directors and management; and (iv) maintain or increase the rights of shareholders. Proxy votes generally will be cast against proposals having the opposite effect.

  4. Conflicts of Interest
    GuideStone Capital Management may have a conflict of interest in voting a particular proxy. A conflict of interest could arise, for example, as a result of a business relationship with a company, or a direct or indirect business interest in the matter being voted upon, or as a result of a personal relationship with corporate directors or candidates for directorships. Whether a relationship creates a material conflict of interest will depend upon the facts and circumstances.

    Identifying Conflicts of Interest
    For purposes of identifying conflicts under these procedures, the Proxy Administrator will rely on publicly available information about a company and its affiliates, information about the company and its affiliates that is generally known by GuideStone Capital Management's employees or information about a company and its affiliates that is actually known by GuideStone Capital Management's senior management. The Proxy Administrator may determine that

    GuideStone Capital Management has a conflict of interest as a result of the following:
    Significant Business Relationships – The Proxy Administrator will consider whether the matter involves an issuer or proponent with which GuideStone Capital Management has a significant business relationship. GuideStone Capital Management may have significant business relationships with certain entities, such as other investment advisory firms, vendors, clients and broker dealers. For this purpose, a "significant business relationship" is one that might create an incentive for GuideStone Capital Management to vote in favor of management.

    The Proxy Administrator will consider whether the matter involves an issuer, proponent or individual with which an employee of GuideStone Capital Management who is involved in the proxy voting process may have a significant personal or family relationship. For this purpose, a "significant personal or family relationship" is one that would be reasonably likely to influence how GuideStone Capital Management votes the proxy. Employees of GuideStone Capital Management, including the Proxy Administrator, are required to disclose any significant personal or family relationship they may have with the issuer, proponent or individual involved in the matter. If the Proxy Administrator has a significant personal or family relationship with an issuer, proponent or individual involved in the matter, he/she will immediately contact GuideStone Capital Management's Chief Compliance Officer who will determine (i) whether to treat the proxy in question as one involving a material conflict of interest; and (ii) if so, whether the Proxy Administrator should recuse him/herself from all further matters regarding the proxy and another individual should be appointed to consider the proposal.

    Determining Whether a Conflict is Material
    In the event that the Proxy Administrator determines that GuideStone Capital Management has a conflict of interest with respect to a proxy proposal, the Proxy Administrator shall determine whether the conflict is "material" to that proposal. The Proxy Administrator may determine on a case by-case basis that a particular proposal does not involve a material conflict of interest. To make this determination, the Proxy Administrator must conclude that the proposal is not directly related to GuideStone Capital Management's conflict with the issuer. If the Proxy Administrator determines that a conflict is not material, then he/she may vote the proxy in accordance with his/her recommendation.

    Voting Proxies Involving a Material Conflict

    In the event that the Proxy Administrator determines that GuideStone Capital Management has a material conflict of interest with respect to a proxy proposal, prior to voting on the proposal, the Proxy Administrator must:
    -- Fully disclose the nature of the conflict to the client and obtain the client's consent as to how GuideStone Capital Management shall vote on the proposal (or otherwise obtain instructions from the client as to how the proxy should be voted); OR
    -- Contact an independent third party to recommend how to vote on the proposal and vote in accordance with the recommendation of such third party (or have the third party vote such proxy); OR

    Vote on the proposal and detail how GuideStone Capital Management's material conflict did not influence the decision-making process.
    The Proxy Administrator may not address a material conflict of interest by abstaining from voting, unless he/she has determined that abstaining from voting on the proposal is in the best interests of a client.

    Documenting Conflicts of Interest

    The Proxy Administrator shall document the manner in which proxies involving a material conflict of interest have been voted as well as the basis for any determination that GuideStone Capital Management does not have a material conflict of interest in respect of a particular matter. Such documentation shall be maintained with the records of GuideStone Capital Management.

  5. Recordkeeping and Disclosure
    In the typical course of GuideStone Capital Management's business, the Sub-Adviser(s) to each client portfolio will be responsible for maintaining the books and records required by Rule 204-2(c)(2) under the Advisers Act with respect to that client portfolio, and for transmitting that information to GuideStone Capital Management in a manner suitable for filing with the Securities and Exchange Commission.

    GuideStone Capital Management will maintain the following books and records required by Rule 204-2(c)(2) under the Advisers Act for a period of not less than five years:
    -- a copy of these proxy voting policies and procedures, including all amendments hereto;
    -- a copy of each written client request for information on how GuideStone Capital Management voted proxies on behalf of the client; and
    -- a copy of any written response by GuideStone Capital Management to any client request for information on how GuideStone Capital Management voted proxies on behalf of the requesting client.

    In addition, when applicable, GuideStone Capital Management will maintain the following books and records required by Rule 204-2(c)(2) under the Advisers Act for a period of not less than five years:
    -- a copy of each proxy statement received regarding client securities, provided, however, that GuideStone Capital Management may rely on the proxy statement filed on EDGAR as its record;
    -- a record of each vote GuideStone Capital Management casts on behalf of a client; and
    -- a copy of any document created by GuideStone Capital Management that was material its making a decision on how to vote proxies on behalf of a client or that memorializes the basis for that decision.

    GuideStone Capital Management will describe in Part II of its Form ADV (or other brochure fulfilling the requirement of Rule 204-3) its proxy voting policies and procedures and advise clients how they may obtain information about how GuideStone Capital Management voted their securities. Clients may obtain information about how their securities were voted or a copy of GuideStone Capital Management's proxy voting policies and procedures free of charge by written request addressed to GuideStone Capital Management. Except as otherwise required by law, GuideStone Capital Management has a general policy of not disclosing to any issuer or third party how GuideStone Capital Management or its voting delegate voted a client's proxy.

Adopted: September 14, 2004
Amended: September 13, 2005
Amended: May 19, 2006 

GuideStone Funds shares are distributed by Foreside Funds Distributors LLC, not an advisor affiliate. GuideStone Capital Management, LLC, an affiliate of GuideStone Financial Resources, provides investment advisory services for the funds.