Policy Summary: Denver Investments has adopted and implemented policies and procedures that it believes are reasonably designed to ensure that proxies are voted in the best interest of clients. Our authority to vote the proxies of our clients is established by our advisory contracts or comparable documents. Our proxy voting policies reflect our fiduciary responsibilities under applicable regulations and any material conflicts of interest will be resolved in the best interest of our clients.
Procedures: Denver Investments relies on a third-party vendor, Institutional Shareholder Services ("ISS"), a division of Risk Metrics Group, to research, vote and record all proxy ballots for the security positions we maintain on our clients' behalf and for which we have voting authority. Annually, we fully review ISS' independence and their Proxy Voting Guidelines. We follow ISS' recommendations on most issues for shareholder vote. Major subcategories within their guidelines are:
- Operational Items
- Board of Directors
- Proxy Contests
- Anti-takeover Defenses and Voting Related Issues
- Mergers and Corporate Restructurings
- State of Incorporation
- Capital Structure
- Executive and Director Compensation
- Corporate Social Responsibility (CSR) Issues
- Mutual Fund Proxies
- Global Proxy Voting Matters
ISS' Proxy Voting Guidelines may be updated from time to time.
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, a member of Denver Investments' Management Committee other than the Analyst. A written record supporting the decision to override the ISS recommendation will be maintained.
Generally, for stocks traded on foreign exchanges, Denver Investments will exercise its voting authority. However, if we feel that by voting, a client will incur excessive expense or that a lack of liquidity of a stock may be an issue, Denver Investments may not exercise its voting authority after considering all relevant factors.
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.
Clients may request information on how their share positions were voted either over a specified time frame or for a particular meeting by contacting their Portfolio Administrator. Upon request we also have available ISS Proxy Voting Guidelines Summary documentation from the ISS Proxy Voting manual.
Oversight:
Compliance Personnel will:
- Review any updates to ISS' proxy voting polices and distribute to the director of each investment team.
- Reaffirm the independence of ISS, at least annually.
- Annually, sample votes to verify they were done in accordance with the policies and procedures.
- Review Form N-PX information for mutual funds that Denver Investments advises or sub-advises and has voting authority.
- Review any overrides for conflict of interest.
Adopted: April 2003
Last Amended: February 2009
You can view RiskMetrics Group's ISS Governance Services' Concise Domestic Proxy Voting Guidelines, RiskMetrics Group's ISS Governance Services' International Proxy Voting Guidelines, RiskMetrics Group's ISS Governance Services' European Proxy Voting Guidelines and RiskMetrics Group's ISS Governance Services' Canadian Proxy Voting Guidelines 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.
