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EASTOVER CAPITAL MANAGEMENT, INC.
PROXY VOTING POLICY
GENERAL PROXY VOTING POLICY
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INTRODUCTION
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Eastover Capital Management, Inc. has adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and SEC rule 206(4)-6 under the Investment Advisors Act of 1940. We have been, in most cases, given full discretion to vote proxies on behalf of our clients’ holdings. In addition to SEC requirements governing advisers, our proxy voting policies reflect the long-standing fiduciary standards and responsibilities for ERISA accounts set out in Department of Labor Bulletin 94-2, 29 C.F.R. 2509.94-2 (July 29, 2994)
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GENERAL PROXY VOTING POLICY
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We believe it to be our primary responsibility as a fiduciary to vote in the best interest of our clients. Eastover Capital Management maintains a policy of voting proxies in a way, which best serves the interest of its clients in their capacity as shareholders of a company. We are concerned with maximizing the value of our clients’ investment portfolios and vote in, what we believe to be, the best long-term interest of shareholders on all management proposals.
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DECISION-MAKING PROCESS
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Eastover Capital Management normally votes in support of company management, however, if we feel that a company proposal would negatively impact the long-term value of our clients’ holdings, we would vote against management. In general, proposals that improve the competitive position of the company and the long-term potential for enhancing shareholder value will be favored, while proposals that appear self-serving from the perspective of management or other interest groups, without having a positive effect on shareholder value will be voted against.
Eastover Capital Management will typically support management’s decisions regarding the company’s day-today business operations. Other issues such as those with a social, environmental or health topic will be reviewed on an individual basis.
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RESPONSIBILITY AND OVERSIGHT
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All proxies are reviewed by Eastover’s designated Proxy Officer. Eastover’s Proxy Officer votes the proxies according to the guidelines and consults the Investment Policy Committee on any issues that are not routine business. The Proxy Officer monitors developments and coordinates any corporate or other communication related to proxy issues. The Proxy Officer meets as necessary with the Investment Policy Committee to obtain any change in policies.
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PROCEDURES
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Proxies are received from the custodian and matched to the securities to be voted and are reconciled against holdings in clients accounts. A reminder will be sent to any custodian that has not forwarded the proxies within a reasonable time. The proxies are reviewed and categorized according to issues and the proposing parties.
The proxy is then reviewed by the proxy officer to assess the extent to which there may be a material conflict between the adviser’s interests and those of the client. If such a conflict exists it would be disclosed to the client and their permission would be obtained prior to voting the proxy.
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RECORDKEEPING
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As required by Rule 204-2(c): (1) a copy of policies and procedures; (2) proxy statements received; (3) a record of each vote cast; (4) a copy of any document created that is material to making a decision; and (5) any written or oral client request for proxy voting records and the response to that request are maintained for a period of five years in the Offices of Eastover Capital Management.
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HOW TO OBTAIN PROXY VOTING RECORDS
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You may receive a copy of our proxy voting record by writing to us at 4725 Piedmont Row Drive; Suite 450; Charlotte, NC 28210 or by telephoning us at (704) 336-6818.
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