Summary of Denver Investments' Proxy Policy
Denver Investments, unless otherwise directed by our clients, will make reasonable attempts to research, vote and record all proxy ballots for the security positions we maintain on our client's behalf. To execute this responsibility to the highest standard, Denver Investments relies heavily on its subscription to RiskMetrics Group. RiskMetrics Group provides proxy research and recommendations, as well as automated voting and record keeping through its ISS Governance Services ("ISS"). Although RiskMetrics Group offers other consulitng services to companies that it also makes proxy vote recommendations on, we review their policies and certain reports regarding its internal controls a minimum of once per year and will only use RiskMetrics Group's ISS as long as we deem it independent.

 

We review ISS' Proxy Voting Guidelines at least annually and follow their recommendations on most issues for shareholder vote. Subcategories within the guidelines include:

  1. Operational Items
  2. Board of Directors
  3. Proxy Contests
  4. Anti-takeover Defenses and Voting Related Issues
  5. Mergers and Corporate Restructurings
  6. State of Incorporation
  7. Capital Structure
  8. Executive and Director Compensation
  9. Corporate Social Responsibility (CSR) Issues
  10. Mutual Fund Proxies
  11. Global Proxy Voting Matters

 

In the rare instance where our portfolio research or security Analyst believes that an ISS recommendation would be to the detriment of our investment clients, we can and will override ISS' recommendation through a manual vote. The final authorization to override an ISS recommendation must be approved by the CCO or a member of the Management Committe, other than the Analyst seeking the override. A written record supporting the decision to override the ISS recommendation will be maintained.

 

Special considerations are made for stocks traded on foreign exchanges. Specifically, if voting will hinder or impair the liquidity of these stocks, Denver Investments will not exercise its voting rights.

For any matters subject to proxy vote for mutual funds in which Denver Investments is an affiliated party, Denver Investments will vote on behalf of clients invested in such mutual funds in accordance with ISS recommendations, with no exceptions.

Client information is automatically recorded in RiskMetric Group's system for record keeping. RiskMetrics Group provides the necessary reports for the Westcore Funds to prepare its Form N-PX annually.

 

You can view ISS 2011 Proxy Voting Guidelines Concise Summary, ISS International Corporate Governance Policy, ISS European Corporate Governance Policy, and ISS Canadian Corporate Governance Policy here. ISS' complete Domestic and Global Proxy Voting Guidelines are included as Exhibit B to the Statement of Additional Information, which can be obtained free of charge by calling 800.392.CORE (2673) or by visiting www.sec.gov.