Proxy Voting Guidelines

St. Denis J. Villere & Company recognizes the duties of care and loyalty with regard to all services undertaken on the clients behalf including proxy voting. As such, we monitor corporate activities and cast votes in a manner consistent with the best interests of our clients and our policy of maximizing shareholder value. Our clients interests are of paramount importance.  As such, we provide a copy on request and will be happy to share how we vote on proxy matters. Our authority to vote proxies is established by our advisory contracts in accordance with SEC rule 206(4)-6 under the Investment Adviser Act of 1940.

The voting process is overseen by the proxy committee. Each vote is ultimately cast on a case-by-case basis, taking into consideration the relevant facts and circumstances at the time of the vote. The potential for any material conflict is reviewed. If any conflict of substance is found, we may choose to use an independent third party to assist in resolution. The basis for our vote includes internal research, corporate governance review and proposals by other companies in that particular business sector.

After an initial review, we will generally vote with management on routine matters related to the operation of the company which are not expected to have a significant impact on the shareholders. Good governance starts with an independent board and we support proposals that foster good governance practices. Boards should be composed of a majority of independent directors and independence is critical especially in key board committees such as audit, compensation and nominating.

Independent auditors are essential to good governance and auditors should be limited primarily to the audit engagement. Any conflict regarding non-audit services will be reviewed.

Although compensation plans should be used as incentives for management, employees and directors; plans which dilute our clients ownership interest without commensurate benefit will be opposed. We recognize the need to attract and retain qualified personnel, but this is analyzed to ascertain the impact on shareholder wealth.  Minimum stock ownership for directors is encouraged and we expect to see such ownership.

Issues such as proxy contests, their defenses, tender offers, capital structure, mergers and restructurings are reviewed as necessary. These are resolved in the context in which received from individual companies. Ordinary business matters are primarily the responsibility of management and should be approved solely by the corporations board of directors.