Certified Annual Shareholder Report of a Management Investment Company — Form N-CSR Filing Table of Contents
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Management Investment Company
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The Growth Capital Portfolio, LLC,
Growth Capital TEI Portfolio, LLC (together, “Feeder Portfolios”) and Growth Capital Master Portfolio,
LLC (“Master
Portfolio”) (collectively,
“Portfolios”) seek to assure that proxies received
by the Portfolios are voted in the best interests of the Portfolios’ members and have accordingly adopted
these procedures.
II.
Delegation
of Proxy Voting/Adoption of Adviser’s
Policy
Except as provided in Section III below,
each Portfolio delegates the authority to vote proxies related to portfolio
securities to GenSpring Family Offices, LLC (the “Adviser”), as investment adviser to each
Portfolio. The Board of Directors of each Portfolio adopts the proxy voting
policies and procedures of the Adviser as the proxy voting policies and
procedures that will be used by each of these respective entities when
exercising voting authority on behalf of the
Portfolios. These policies and procedures are attached hereto.
III.
Retention
of Proxy Voting Authority
With respect to proxies issued by the
Master Portfolio, the Feeder Portfolios do not delegate to the Adviser,
but instead retain, their
proxy voting authority. After receiving a proxy issued by the Master Portfolio,
the Feeder Portfolio will hold a meeting of its Partners at which the Partners
will vote their Interests to instruct the Feeder Portfolio to vote
for or against the matter presented by the
Master Portfolio. The Feeder Portfolio will then calculate the
proportion of Interests voted for to those voted against (ignoring for purposes
of this calculation the Interests for which it receives no voting
instructions) and will subsequently vote its
Interests in the Master Portfolio for or against the matter in the same
proportion.
IV.
Consent
in the Event of a Conflict of
Interest
If for a particular proxy vote the
Adviser seeks a Portfolio’s consent to vote because of a conflict of interest or for
other reasons, any two independent directors of the Portfolios may provide the
Portfolio’s consent to vote.
V.
Annual
Review of Proxy Voting Policies of
Adviser
The Board of Directors of each Portfolio
will review on an annual
basis the proxy voting policies of the Adviser.
As part of an overall arrangement with
GenSpring’s affiliated SunTrust subsidiaries,
Ridgeworth Capital Management ("Ridgeworth") and SunTrust Bank Personal Asset
Management (“PAM”), GenSpring, together with its
affiliates, has engaged Glass Lewis as its agent to provide certain services and
support related to the Firm’s proxy voting policies, procedures and
processes. Glass Lewis will provide GenSpring with administrative as well as
functional services that include, but are not limited to:
•
Access to its U.S. Proxy,
ERISA/Taft Hartley Proxy and Global Proxy Policies and voting
guidelines; Collection and coordination of proxy material forwarded by
GenSpring's clients’ custodians; Access to
issuer-specific research and proxy analysis; Proxy voting (both standard
and exception based), reconciliation, and disclosure;
and
•
Recordkeeping and voting record
retention
As a matter of overall SunTrust Banks,
Inc. corporate policy, GenSpring, Ridgeworth and PAM have adopted a common proxy
policy in order that, as affiliates, they generally vote in concert on most
standard proxy ballot issues. A copy of GenSpring's Proxy Policy is maintained electronically on the
company network and is available upon request from the Compliance
Department.
GenSpring will at all times retain the
ability to consider client-specific preferences and/or develop and apply
criteria unique to its client base and product lines. This
information will, as needed, be communicated to Glass Lewis and relative shares
will be voted accordingly. Glass Lewis will assist GenSpring with facilitating
and managing its fiduciary obligations regarding proxy voting, reviewing issues of corporate
governance, and dealing with material conflicts of interest. GenSpring will
generally follow the pre-approved Glass Lewis proxy voting principles in matters
concerning domestic and global proxy voting issues, as well as guidelines regarding Taft Hartley and ERISA
plans and relationships, when applicable.
The Adviser’s Chief Compliance Officer, or designee,
shall be responsible for voting proxies when notified by Glass Lewis that a
ballot item has fallen outside the proxy policy thereby requiring a referral back to
GenSpring,
Conflicts of Interest in Proxy Voting
Situations
Due to its diversified client base,
numerous investment vehicles, and affiliation with SunTrust Banks, Inc., occasions may from time to
time arise, in which
GenSpring believes that an actual material or a perceived material conflict
exists. Currently identified proxy voting conflicts
include:
2
1)
Common stock of SunTrust Banks,
Inc., The Coca-Cola Company, Inc., Coca-Cola Enterprises, Inc., and/or
other public
corporate issuers with which either GenSpring or SunTrust Banks, Inc., may
have a similar on-going non-investment management associated
relationship.
2)
Other conflicts of interest may
arise from time to time where the shares to be voted involve:
a.
An issuer with a director, officer
or employee who presently serves as an independent director on the Board
of SunTrust Banks, Inc.
b.
An issuer having substantial and
numerous banking, investment, or other financial relationships with
GenSpring or SunTrust Banks,
Inc.
c.
A direct common stock ownership
position of five percent (5%) or greater held individually by GenSpring or
in conjunction with
SunTrust Banks, Inc., and/or its
affiliates.
Where a material conflict of interest
exists or is perceived to exist on any proposal, GenSpring will determine the
most fair and reasonable arrangements to be followed in order to properly
address all conflict
concerns. GenSpring may employ one or more of the following:
1) Retain an independent fiduciary to vote
the shares
2) Vote according to Glass
Lewis’ standard policies;
and/or
3) Pass the proxy material on to the client
so that the client can vote
on all issues.
Although GenSpring does its best to
alleviate or diffuse known conflicts, there is no guarantee that all situations
have been or will be mitigated through proxy policy
incorporation.
3
Dates Referenced Herein and Documents Incorporated by Reference