Funds have dual roles as investors in securities of public companies and as issuers of securities with their own shareholders and boards of directors.
In their role as shareholders in corporations, funds are entitled to vote on proxy proposals put forth by a company’s management or its shareholders. A fund’s board typically delegates proxy voting responsibilities to the fund’s investment adviser in recognition that proxy voting is part of the investment management process, but maintains oversight of this function.
In their role as issuers of securities, funds may put forth for shareholder vote proposals on certain corporate matters. In general, open-end funds do not hold annual shareholder meetings; rather, a meeting is held when a shareholder vote on a particular matter is required, such as the election of fund directors or approval of an acquisition or merger. Closed-end funds are required to hold annual shareholder meetings by the rules of the exchange on which the closed-end fund’s shares trade.
FAQs and Resource Centers
Foundations for Fund Directors®
IDC Webinar: Litigation and Enforcement Update: What Fund Directors Need to Know
IDC Webinar: Proxy Voting: The Changing Landscape
IDC Webinar: Use of Proxy Advisory Firms in the Fund Industry: Evaluating and Implementing SEC Staff...
IDC Webinar: Core Responsibilities of Fund Directors - Session 5: Specific Regulatory Responsibiliti...
IDC’s memos inform directors about important regulatory, legislative, and judicial developments. IDC also comments on proposals that could affect board responsibilities or shareholder interests. See below for recent comment letters and memos on selected topics.