Proxy Voting Policies, Procedures and Guidelines
Smead Capital Management (Canada) Ltd. (“Smead Canada”, “we”, “us”, “our”) is the Investment Fund Manager and Portfolio Manager of the Smead Global ex-US Value Fund and the Smead US Value Fund (each, a “Fund” and, collectively, the “Funds”). Smead Canada has delegated the day-to-day portfolio management of the Funds, including the voting of proxies for securities held by the Funds, to Smead Capital Management, Inc. (“Smead US”), which acts as sub-adviser to the Funds under an executed Sub-Adviser Agreement, subject to Smead Canada’s oversight. This policy describes how proxies are voted on behalf of the Funds and is provided in accordance with National Instrument 81-106 – Investment Fund Continuous Disclosure (“NI 81-106”).
Delegation and Oversight
• Smead US, as sub-adviser, is responsible for voting proxies for securities held by the Funds.
• Smead US maintains its own written proxy voting policies and procedures, consistent with NI 81-106, and provides a copy of those policies to Smead Canada.
• Smead Canada retains oversight of Smead US’s proxy voting activities as part of its broader supervision of the functions delegated to Smead US under the Sub-Adviser Agreement.
General Principles
• Proxies are voted in the best interests of the applicable Fund and its securityholders.
• Smead US generally votes proxies in a uniform manner across the Funds and other accounts it manages using a similar investment strategy, in accordance with this policy and its underlying voting guidelines, except where a Fund’s specific circumstances warrant a different vote.
Use of Third-Party Proxy Voting Services
• Smead US uses ProxyEdge, a proxy voting platform provided by Broadridge Investor Communication Solutions, to help administer the receipt, research and casting of proxy votes and to maintain voting records for the Funds.
• The engagement of a third-party platform does not relieve Smead US or Smead Canada of responsibility for the voting decisions made on behalf of the Funds.
Conflicts of Interest
• Where an actual or perceived conflict of interest arises between the interests of Smead US or Smead Canada (or an affiliate of either) and the interests of a Fund, the Fund’s interests will prevail.
• Any instance where a conflict of interest could reasonably be construed to exist in connection with a proxy vote is documented and, where appropriate, referred to Smead Canada’s Independent Review Committee for review in accordance with National Instrument 81-107 – Independent Review Committee for Investment Funds.
Circumstances Where a Vote May Not Be Cast
Smead US will attempt to vote all proxies received in respect of securities held by the Funds. There may, however, be circumstances where voting a particular proxy is impractical or not in a Fund’s best interest, including, but not limited to:
• insufficient information being available to make an informed voting decision,
• proxy materials not being delivered by the custodian, sub-custodian or other intermediary in time to vote,
• the proxy materials being available only in a language other than English,
• the cost or administrative burden of voting, including share-blocking or re-registration requirements applicable to certain foreign holdings, outweighing the anticipated benefit to the Fund, or
• the matter being immaterial to the Fund’s investment.
Record-Keeping and Availability of the Proxy Voting Record
• Smead US maintains records of proxy votes cast on behalf of the Funds, including through ProxyEdge, and delivers its proxy voting record to Smead Canada no later than July 31 of each year, covering the most recently completed 12-month period ended June 30.
• Consistent with NI 81-106, Part 10, Smead Canada will make each Fund’s proxy voting record for the most recently completed period ended June 30 available, free of charge, to any securityholder of the Fund upon request, no later than August 31 of that year, and will post the record on the Website or otherwise make it available as required by applicable securities legislation.
Review of this Policy
This policy, and Smead US’s underlying proxy voting policies and procedures, are reviewed at least annually by Smead Canada’s Chief Compliance Officer. Further detail regarding the governance of proxy voting for the Funds is set out in Smead Canada’s Policies and Procedures Manual.
Contact Us
Further information regarding this policy, or a copy of a Fund’s proxy voting record, is available upon request by contacting us by email at info@smeadcap.com or by telephone (toll-free) at 1-877-701-2883.
