Mesirow Financial Investment Management, Inc. & Mesirow Institutional Investment Management, Inc.
Proxy voting policies and procedures
(Amended August 2023)
Introduction
Proxies are voted solely in the best interests of Mesirow clients; namely, the Mesirow mutual funds, separate account clients, and where employee benefit plan assets are involved, in the interests of the plan participants and beneficiaries that have properly delegated such responsibility to Mesirow. Voting proxies on behalf of our clients is established by Mesirow advisory contracts or comparable documents, and our proxy voting guidelines have been tailored to reflect these specific contractual obligations. Except as otherwise agreed to in writing with a client, Mesirow has no authority or obligation to take any action or render any advice with respect to the voting of proxies on behalf of a client.
Mesirow Financial Investment Management, Inc. (MFIM), and Mesirow Institutional Investment Management, Inc. (MIIM) (collectively Mesirow) have adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and SEC rule 206(4)-6 under the Investment Advisers Act of 1940. Our authority to vote the proxies of certain of our clients (as described below in the Statement of Policies, Paragraphs A. and B.), is established by certain of our advisory contracts executed by those clients, and our proxy voting policy and procedures have been tailored to reflect these specific contractual obligations. In addition to SEC requirements governing advisers, our proxy voting policies reflect the long-standing fiduciary standards and responsibilities for ERISA accounts set out in Department of Labor Bulletin 94-2, 29 C.F.R. 2509.94-2 (July 29, 1994).
Statement of policies
A. Except as otherwise agreed to in writing with an individual client, it is our policy to have no authority or obligation with respect to taking action or rendering advice with respect to the voting of proxies. Any and all proxy voting materials or documentation that we may receive on behalf of an individual client for whom we are not obligated to take action with respect to the voting of proxies, will be sent to the client at the client’s address of record. In the event that a particular client advises us that it does not wish to receive proxy voting materials, we will prepare and send a letter of understanding (Exhibit A, attached) to that client at client’s address of record. Said letter will include client’s verification that we have been instructed not to send proxy materials to the client, will reiterate our position of taking no action with respect to proxy voting on the client’s behalf and will require the client’s signature acknowledging receipt and understanding of the contents of the letter. In the circumstance wherein we have not received the executed acknowledgement as just described from the client, we will be required to continue to mail any and all proxy voting materials to the client at the client’s address of record.
B. With the exceptions as described below regarding the High Yield group and Fiduciary Solutions group, wherein Mesirow has accepted discretionary authority to vote proxies on behalf of its institutional clients, we have elected to utilize an outside, third party proxy voting service Institutional Shareholder Services (ISS or the “Service”). The relationship of this Service to us is independent; the Service is retained on a contractual basis that is reviewed for renewal annually. On an annual basis, the Service will establish and provide us with comprehensive proxy voting guidelines as further described below. The Service utilizes these guidelines as the basis for its underlying determination for each proxy voted on behalf of our clients. Mesirow may override any Service recommendation if we determine that it is in the best interests of our clients. The ultimate decision on voting proxies rests with the voting members of the Proxy Voting Committee. The comprehensive guidelines are reviewed and updated annually, or more often as needed, by our Senior Managing Director of Operations. As stated in the introduction, the guidelines are selected and established in a manner reasonably designed to ensure that proxies are voted in the best interests of the clients in accordance with our fiduciary duties and SEC rule 206(4)-6 under the Investment Advisers Act of 1940, as well as in accordance with the long-standing fiduciary standards and responsibilities for ERISA accounts set out in Department of Labor Bulletin 94-2, 29 C.F.R. 2509.94-2 (July 29, 1994). There are three (3) separate sets of guidelines that are utilized by Mesirow, which are established by the Service, utilizing its expertise and standing within the financial services industry, as well as our own. In general, we have instructed the Service to vote Taft-Hartley and other union related accounts in accordance with the Taft-Hartley proxy voting guidelines, and Public Fund accounts in accordance with the Public Fund proxy voting guidelines, each as established by the Service to be responsive to their particular concerns. All other accounts are generally instructed to be voted in accordance with the standard proxy voting guidelines established by the Service.
Institutional Clients: High Yield (MHY)
High yield bonds and leveraged loans are subject to amendments, waivers and other such modifications after they are issued. MHY votes on these actions in the best interest of its clients, giving recognition to the effect on both the future prospects of the bond or loan as well as any fee or other consideration offered by the issuer to clients who consent. In addition, bonds or loans may become subject to restructuring proceedings, in or out of bankruptcy, in which case MHY will act in its best judgment to maximize the cash flow and value. If the restructuring results in clients owning equity of the issuer, MHY will vote as a shareholder in any vote put to shareholders, including any proxy vote, in accordance with its best judgment of the clients’ interests.
Institutional Clients: Fiduciary Solutions
Fiduciary Solutions has agreed to vote proxies on behalf of certain Collective Investment Trust (CITs) or their trustees and specifically has agreed to vote mutual fund proxies received by the CIT. To the extent the Fiduciary Solutions group is equired to vote on a proxy, it does so in accordance with its best judgment of the client’s interest. The Fiduciary Solutions group has the authority to delegate its proxy voting to a Service (as described above) but is not currently doing so.
1. In those instances in which MFIM agrees to vote proxies for individual clients, such proxies will be voted in accordance with the policies and procedures set forth herein with respect to institutional clients.