Jackson Square’s default position for proxy voting is to comply with the recommendations set forth in the ISS guidelines, which summarizes Jackson Square’s position on various issues and gives a general indication as to how proxies will be voted on each issue. Although Jackson Square usually votes proxies in accordance with the guidelines, Jackson Square reserves the right to vote certain issues counter the guidelines, if, after a review of the matter, Jackson Square determines that its clients’ best interest would be served by such a vote. After receiving the proxy statements, ISS reviews the proxy issues and votes them in accordance with the Procedures, which are based on ISS’s proxy voting guidelines. In these circumstances, ISS will review the relevant facts and circumstances and research the issue to determine how the proxy should be voted, so that the proxy is voted in the best interests of the client and pursuant to the guidelines. Jackson Square assigns a member of the investment team with responsibility for reviewing the proxies for each holding. As part of the review, the investment team member determines whether to vote proxies in accordance with the guidelines or whether to recommend to the Committee to override the ISS vote recommendation. When the Proxy Committee has decided to vote contrary to the guidelines, the CCO reviews the instructions against the vote recommendation inputted into ISS to ensure the accuracy of the instructions.
The Committee is responsible for overseeing ISS’s proxy voting activities for Jackson Square’s clients and will attempt to ensure that ISS is voting proxies pursuant to the Procedures. Jackson Square reviews proxies voted to ensure the accuracy of the voting records and that all accounts were voted. The results of such reviews are discussed during Committee meetings. As part of the Committee’s oversight of ISS, the Committee periodically reviews ISS’s conflict of interest procedures and any other pertinent procedures or representations from ISS in an attempt to ensure that ISS will make recommendations for voting proxies in an impartial manner and in the best interests of Jackson Square’s clients. In addition, on an annual basis, the CCO reviews ISS’s proxy voting procedures, disclosures, control reports and Form ADV to assess for any issues that should be escalated to the Committee.