At Segall Bryant & Hamill our clients' trust is important to us. Because you trust us with
your financial and other personal information, we take the safeguarding and respect of
this information very seriously. In order to maintain that trust we pledge to protect your
privacy by striving to adhere to the policy outlined below.
Personal infonnation we obtain is limited but may come to use through account opening
documents and custodial statements. The type of information collected is personal
financial information, transaction and various other similar items of personal information.
The information is important to our providing the best services to you.
There may be times when such information is provided to our affiliates to enable us to
receive services such as accounting, legal and compliance matters. Also, we provide
such client infonnation to other third party service providers when it is essential for the
servicing of your account (i.e. transactional services). We may disclose such information
to other third parties that we believe it necessary for the conduct of our business or where
disclosure is required by law. We will subject such disclosures to confidentiality
agreements.
It is our policy that we do not provide current and former customer names and account
information to any outside finns, persons or organizations (such as catalogue or direct
mail companies) unless there is a pre-existing relationship you have established such as a custodian or professional service provider (i.e. attorney, accountant), you have provided
authority for us to do so or in situations where we have a legal or regulatory obligation to
provide such information.
It is our policy to not provide any other businesses with any infonnation specific to
accounts maintained at Segall Bryant & Hamill for the purposes of marketing or business
leads.
It is our policy regarding documentation containing sensitive client information (i.e.
name, address, ssn, account number, credit information, etc.) to dispose of in a manner
whereby the information cannot be read or reconstructed. This includes shredding the
information on a timely basis.
It is our policy to remove all data from computers so that the information cannot be
restored or reconstructed before the computer is donated or disposed.
Your information is protected in various manners. All employees are subject to a policy
regarding confidentiality. Employees who violate our privacy policy are subject to
disciplinary process. In addition or internal systems are secured through encryption
technology, passwords and physical safeguards. We strive to maintain the confidentiality
of your account and any other personal information.
Proxy Voting Policies and Procedures
- POLICY
Segall Bryant & Hamill ("Adviser") acts as a discretionary investment adviser for various clients, which may include clients governed by the Employee Retirement Income Security Act of 1974 ("ERISA") and registered open-end investment companies ("mutual funds"). When entering an investment management agreement with a client, it is the general policy of the Adviser to not vote proxies. In specific provisions of Advisor's investment management agreement, clients retain responsibility for voting proxies or responding to other corporate actions. Accounts governed ERISA (certain pension or retirement plans) are treated differently based on Department of Labor guidelines. Unless an ERISA client specifically reserves the right, in writing, to vote its own proxies or to take shareholder action with respect to other corporate actions requiring shareholder actions, Adviser will vote all proxies and act on all other actions in a timely manner as part of its full discretionary authority over ERISA client assets in accordance with these Policies and Procedures. Corporate actions may include, for example and without limitation, tender offers or exchanges, bankruptcy proceedings, and class actions. Corporate Actions may not be addressed by the Adviser but rather by the client's custodian.
When voting proxies or acting with respect to corporate actions for clients, Adviser's intent is that all decisions be made solely in the best interest of the client (and for ERISA accounts, plan beneficiaries and participants, in accordance with the letter and spirit of ERISA). Adviser will act in a prudent and diligent manner intended to enhance the economic value of the assets of the client's account. - PURPOSE
The purpose of these Policies and Procedures is to memorialize the procedures and policies adopted by Adviser to enable it to comply with its fiduciary responsibilities to clients and the requirements of Rule 206(4)-6 under the Investment Act of 1940, as amended ("Advisers Act"). These Policies and Procedures are also intended to reflect the fiduciary standards and responsibilities set forth by the Department of Labor for ERISA accounts. - PROCEDURES
The Adviser uses an outside service provider, Institutional Shareholder Services ("ISS"), to vote proxies.
Instructions are provided to the custodian to forward all proxies to ISS. ISS receives all proxies and votes them in a timely manner and in a manner consistent with the determination of the client's best interests. Although many proxy proposals can be voted in accordance with ISS' established guidelines (see Section V. below, "Guidelines"), it is recognized that some proposals require special consideration which may dictate that the ISS and/or Adviser makes an exception to the Guidelines. ISS is also responsible for ensuring that all corporate action notices or requests which require shareholder action received are addressed in a timely manner and consistent action is taken across all similarly situated client accounts.
A. Conflicts of Interest
Where a proxy proposal raises a material conflict between ISS and/or Adviser's interests and a client's interest, including a mutual fund client, Adviser will resolve such a conflict in the manner described below:
1. Vote in Accordance with the Guidelines. To the extent that the Adviser has little or no discretion to deviate from the Guidelines with respect to the proposal in question, the Adviser shall vote in accordance with such pre-determined voting policy as established by ISS.
2. Obtain Consent of Clients. To the extent that Adviser has discretion to deviate from the Guidelines with respect to the proposal in question, Adviser will disclose the conflict to the relevant clients and obtain their consent to the proposed vote prior to voting the securities. The disclosure to the client will include sufficient detail regarding the matter to be voted on and the nature of Adviser's conflict that the client would be able to make an informed decision regarding the vote. If a client does not respond to such a conflict disclosure request or denies the request, Adviser will abstain from voting the securities held by the client's account.
ISS will review the proxy proposal for conflicts of interest as part of the overall vote review process. All material conflict of interest so identified by ISS and/or Adviser will be addressed as described above in this Section III.A.
B. Limitations
As described above, in accordance with a client's investment advisory contract (or other written directive) or where Adviser has determined that it is in the client's best interest, ISS and/or Adviser will not vote proxies received. The following are certain circumstances where ISS and/or Adviser will limit its role in voting proxies:
1. Client Maintains Proxy Voting Authority: As is ordinarily the case, where client specifies in writing that it will maintain the authority to vote proxies itself or that it has delegated the right to vote proxies to a third party, ISS and/or Adviser will not vote the securities and will direct the relevant custodian to send the proxy material directly to the client. If any proxy material is received by Adviser, it will promptly be forwarded to the client or specified third party.
2. Terminated Account: Once a client account has been terminated with Adviser in accordance with its investment advisory agreement, ISS and/or Adviser will not vote any proxies received after the termination. However, the client may specify in writing that proxies should be directed to the client (or a specified third party) for action.
3. Limited Value: If ISS and/or Adviser determines that the value of a client's economic interest or the value of the portfolio holding is indeterminable or insignificant, ISS and/or Adviser may abstain from voting a client's proxies. ISS and/or Adviser also will not vote proxies received for securities which are no longer held by the client's account.
4. Secuities Lending Programs: When securities are out on loan, they are transferred into the borrower's name and are voted by the borrower, in its discretion. However, where Adviser determines that a proxy vote (or other shareholder action) is materially important to the client's account, Adviser may recall the security for purposes of voting.
5. Unjustifiable Costs: In certain circumstances, after doing a cost-benefit analysis, Adviser may abstain from voting where the cost of voting a client's proxy would exceed any anticipated benefits to the client of the proxy proposal. - RECORD KEEPING
In accordance with Rule 204-2 under the Advisers Act, Adviser will seek to maintain for the time periods set forth in the Rule (i) these proxy voting procedures and policies, and all amendments thereto; (ii) a record of all proxy statements received by ISS and/or Adviser regarding client securities (provided however, that Adviser may rely on the proxy statement filed on EDGAR as its records); (iii) a record of all votes cast on behalf of clients; (iv) records of all client requests for proxy voting information; (v) any material documents prepared by Adviser were material to making a decision how to vote or that memorialized the basis for the decision; and (vi) all records relating to requests made to clients regarding conflicts of interest in voting the proxy. Currently the requirement is 5 years, 2 of which shall be in the office.
Adviser will describe in its Part II of Form ADV its proxy voting policies and procedures. Clients may obtain information on how proxies were voted with respect to the clients' portfolio securities or a copy of Adviser's Policies and Procedures. In addition to being available in Form ADV, information is available free of charge on the Adviser's website (sbhic.com) or by calling 312-474-1222 or 800-836-4265. It is also available by writing to the Adviser at 10 South Wacker Drive, Suite 3500, Chicago, IL 60606. Adviser will coordinate with all mutual fund clients to assist in the provision of all information required to be filed by such mutual funds on Form N-PX. - GUIDELINES
ISS will seek to consider each proxy issue individually. Proxy voting may be different for different types of clients. ISS issues proxy voting guidelines which are used as guidelines, but will not be used as rigid rules. These guidelines are available upon request.