SEC Company Response from Segall Bryant & Hamill Trust (CIK 0000357204) — Mar 18, 2021
Segall Bryant & Hamill Trust (CIK 0000357204)
Date: March 18, 2021 · CIK: 0000357204 · Accession: 0001398344-21-006761
AI Filing Summary & Sentiment
File numbers found in text: 811-03373
Referenced dates: January 25, 2018
Letter
VIA EDGAR Division of Investment Management – Disclosure Review and Accounting Office Washington DC 20549 Re: Segall Bryant & Hamill Trust (the “Registrant”) File No. 811-03373 Schedule 14A – Definitive Proxy
Dear Ms. Larkin:
On behalf of the Registrant, the Registrant will be filing pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 (the “1934 Act”) the definitive proxy statement, form of proxy and other soliciting materials (the “Proxy Materials”) relating to a Special Meeting of Shareholders of the Funds.
The Registrant estimates that copies of the Proxy Materials will be released to shareholders of the Funds on or around March 26, 2021.
The Proxy Materials are being filed to update the preliminary proxy statement, form of proxy and other soliciting materials filed on March 1, 2021 (the “Preliminary Materials”). These Proxy Materials include responses to oral comments received from the staff of the U.S. Securities and Exchange Commission (the “Staff” or “Commission”) on March 8, 2021. In addition, the Proxy Materials reflect the completion of certain data points and other non-material clerical changes to the Preliminary Materials.
Set forth in the numbered paragraphs below are the Staff’s oral comments, accompanied by the Registrant’s responses to each comment. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Proxy Materials.
Staff Comments:
A. Staff Comment: On page 32, in connection with the resignation of the former auditor, please include the disclosure required by Item 9(c) and Item 9(d) of Schedule 14A.
U.S. Securities and Exchange Commission
Division of Investment Management
March 19, 2021
Page 2
Registrant’s Response: Comment complied with.
B. Staff Comment: In the definitive filing, please fill in all blanks contained in the preliminary filing.
Registrant’s Response: Comment complied with.
C. Staff Comment: On page 54, the “Quorum; Adjournment” section of the draft proxy includes a statement that the Chairman of the meeting may propose one or more adjournments of the meeting. It is the Staff’s view that, pursuant to Rule 14a-4 under the Securities Exchange Act of 1934, a postponement/adjournment is a substantive proposal for which a separate vote is required. Please add to each Proxy Card a separate related box regarding postponements/adjournments.
Registrant’s Response: The Registrant respectfully disagrees with the Staff view of this matter. Please see prior correspondence between the Staff and the Registrant dated January 25, 2018 and January 3, 2018 on this topic. The facts and circumstances regarding postponements and adjournments present here are identical to those discussed in the prior letters.
D. Staff Comment: In Exhibit B, please include a new table showing the aggregate amounts paid by each Fund to the investment adviser or any affiliated person of the investment adviser, during the last fiscal year end, in accordance with Item 22(c)(1)(iii) of Schedule 14A.
Registrant’s Response: Comment complied with.
* * * * *
If you have any questions or further comments, please contact Peter H. Schwartz, counsel to the Registrant, at (303) 892-7381.
Very
truly yours,
/s/
Maggie Bull
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filename1.htm
Segall
Bryant & Hamill Trust
225
Pictoria Drive
Suite
4500
Cincinnati,
OH 45246
March
19, 2021
VIA
EDGAR
Lisa
N. Larkin
U.S. Securities
and Exchange Commission
Division
of Investment Management – Disclosure Review and Accounting Office
100
F Street NE
Washington DC 20549
Re: Segall
Bryant & Hamill Trust (the “Registrant”)
File
No. 811-03373
Schedule
14A – Definitive Proxy
Dear
Ms. Larkin:
On
behalf of the Registrant, the Registrant will be filing pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 (the
“1934 Act”) the definitive proxy statement, form of proxy and other soliciting materials (the “Proxy
Materials”) relating to a Special Meeting of Shareholders of the Funds.
The
Registrant estimates that copies of the Proxy Materials will be released to shareholders of the Funds on or around March 26, 2021.
The
Proxy Materials are being filed to update the preliminary proxy statement, form of proxy and other soliciting materials filed
on March 1, 2021 (the “Preliminary Materials”). These Proxy Materials include responses to oral comments received
from the staff of the U.S. Securities and Exchange Commission (the “Staff” or “Commission”)
on March 8, 2021. In addition, the Proxy Materials reflect the completion of certain data points and other non-material clerical
changes to the Preliminary Materials.
Set
forth in the numbered paragraphs below are the Staff’s oral comments, accompanied by the Registrant’s responses to
each comment. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Proxy Materials.
Staff
Comments:
A. Staff
Comment: On page 32, in connection with the resignation of the former auditor,
please include the disclosure required by Item 9(c) and Item 9(d) of Schedule 14A.
U.S.
Securities and Exchange Commission
Division of Investment Management
March 19, 2021
Page 2
Registrant’s
Response: Comment complied with.
B. Staff
Comment: In the definitive filing, please fill in all blanks contained in the
preliminary filing.
Registrant’s
Response: Comment complied with.
C. Staff
Comment: On page 54, the “Quorum; Adjournment” section of the draft
proxy includes a statement that the Chairman of the meeting may propose one or more adjournments
of the meeting. It is the Staff’s view that, pursuant to Rule 14a-4 under the Securities
Exchange Act of 1934, a postponement/adjournment is a substantive proposal for which
a separate vote is required. Please add to each Proxy Card a separate related box regarding
postponements/adjournments.
Registrant’s
Response: The Registrant respectfully disagrees with the Staff view of this matter. Please see prior correspondence between
the Staff and the Registrant dated January 25, 2018 and January 3, 2018 on this topic. The facts and circumstances regarding postponements
and adjournments present here are identical to those discussed in the prior letters.
D. Staff
Comment: In Exhibit B, please include a new table showing the aggregate amounts
paid by each Fund to the investment adviser or any affiliated person of the investment
adviser, during the last fiscal year end, in accordance with Item 22(c)(1)(iii) of Schedule
14A.
Registrant’s
Response: Comment complied with.
*
* * * *
If
you have any questions or further comments, please contact Peter H. Schwartz, counsel to the Registrant, at (303) 892-7381.
Very
truly yours,
/s/
Maggie Bull
Maggie
Bull
Assistant
Secretary of Segall Bryant & Hamill Trust
U.S.
Securities and Exchange Commission
Division of Investment Management
March 19, 2021
Page 3
cc:
Peter H. Schwartz, Esq., Davis Graham & Stubbs LLP