PROXY VOTING PROCEDURES Clause Samples
The Proxy Voting Procedures clause outlines the rules and processes by which shareholders may appoint others to vote on their behalf at meetings. Typically, this clause details how proxies are to be appointed, the form and timing of proxy submissions, and any limitations or requirements for proxy holders. For example, it may specify that proxies must be submitted in writing before a certain deadline or that only certain individuals are eligible to act as proxies. The core function of this clause is to ensure that shareholders who cannot attend meetings in person can still participate in decision-making, thereby facilitating broader representation and maintaining orderly governance.
PROXY VOTING PROCEDURES. Unless otherwise agreed to by the parties, the following is a list of procedures and corresponding responsibilities for the handling of proxies and voting instructions relating to the Fund. The defined terms herein shall have the meanings assigned in the Participation Agreement except that the term “Company” shall also include the department or third party assigned by the Company to perform the steps delineated below. • The proxy proposals are given to the Company by the Fund as early as possible before the date set by the Fund for the shareholder meeting to enable the Company to consider and prepare for the solicitation of voting instructions from Contract owners and to facilitate the establishment of tabulation procedures. At this time the Fund will inform the Company of the Record, Mailing and Meeting dates. This will be done verbally approximately two months before the shareholder meeting. • Promptly after the Record Date, the Company will perform a “tape run”, or other activity, which will generate the names, addresses and number of units which are attributed to each Contract owner/policyholder (the “Customer”) as of the Record Date. Allowance should be made for account adjustments made after this date that could affect the status of the Customers’ accounts as of the Record Date. Note: The number of proxy statements is determined by the activities described in this Step #2. The Company will use its best efforts to call in the number of Customers to the Fund, as soon as possible, but no later than two weeks after the Record Date. • The Fund’s Annual Report must be sent to each Customer by the Company either before or together with the Customers’ receipt of voting instruction solicitation material. The Fund will provide the last Annual Report to the Company pursuant to the terms of Section 3.4 of the Participation Agreement to which this Schedule relates. • The text and format for the Voting Instruction Cards (“Cards” or “Card”) is provided to the Company by the Fund. The Company, at the Fund’s expense, shall produce and personalize the Voting Instruction Cards. The Fund or its affiliate must approve the Card before it is printed. Allow approximately 2-4 Business Days for printing information on the Cards. Information commonly found on the Cards includes: – name (legal name as found on account registration) – address – fund or account number – coding to state number of units – individual Card number for use in tracking and verification of votes (already...
PROXY VOTING PROCEDURES. The following is a list of procedures and corresponding responsibilities for the handling of proxies and voting instructions relating to the Fund. The defined terms herein shall have the meanings assigned in the Participation Agreement except that the term “Company” shall also include the department or third party assigned by the Company to perform the steps delineated below.
PROXY VOTING PROCEDURES. The Sub-Adviser represents that it has adopted and implemented written policies and procedures that are reasonably designed to ensure that the Sub-Adviser votes proxies in the best interest of the Master Portfolios in compliance with the requirements of Rule 206(4)-6 under the Advisers Act. The Sub-Adviser shall present to the Board its policies, procedures and other guidelines for voting proxies at least annually, and must notify the Adviser or the Board promptly of material changes to any policies and procedures, including any substantive changes to its procedures for addressing conflicts of interest. The Sub-Adviser is not required to notify the Adviser or the Board of changes relating to any guidelines for voting specific types of proxies except as part of the annual presentation. Upon request, the Sub-Adviser shall provide the Trust with a copy of its policies, procedures and other guidelines or a description of such policies, procedures and guidelines for the purpose of filing such document(s) in the Trust's Prospectus or as otherwise required by the 1940 Act and the rules promulgated thereunder.
PROXY VOTING PROCEDURES. The following is a list of procedures and corresponding responsibilities for the handling of proxies and voting instructions relating to the Fund. The defined terms herein shall have the meanings assigned in the Participation Agreement except that the term “Company” shall also include the department or third party assigned by the Company to perform the steps delineated below. The proxy proposals are given to the Company by the Fund as early as possible before the date set by the Fund for the shareholder meeting to enable the Company to consider and prepare for the solicitation of voting instructions from owners of the Contracts and to facilitate the establishment of tabulation procedures. At this time the Fund will inform the Company of the Record, Mailing and Meeting dates. This will be done verbally approximately two months before meeting.
PROXY VOTING PROCEDURES. Stock proxies are voted in accordance with the following procedures:
1. The custodian bank forwards to SERS’ proxy servicer or advisor proxy statements for securities that SERS owns, excluding securities that are on loan, or investments in the form of pooled funds and limited partnerships.
2. SERS’ proxy servicer or advisor will vote all proxies in accordance with the Board’s proxy voting guidelines, except those where a specific concern has been raised by a Board Member, advisor, consultant, or staff member.
3. The proxy servicer or advisor may also vote any proxy involving other issues essentially the same as those on which the Board’s proxy voting guidelines are well defined.
4. With regard to proxies requiring special attention under the Board’s proxy voting guidelines, as well as special issues not covered or anticipated by the proxy voting guidelines, proxies and all pertinent reference material shall be sent to the Chief Investment Officer, who will evaluate the issues with respect to the intent of the proxy voting guidelines. On issues not covered by the proxy voting guidelines, controversial, high–profile, and contested change of control issues, the Chief Investment Officer will consult with the Board’s chairman to determine how such proxies will be voted. The Chief Investment Officer will then direct the proxy servicer or advisor to vote the proxies accordingly.
5. The Chief Investment Officer shall regularly report to the Board the types of special issues that are being considered or that have been voted by the Chief Investment Officer.
6. The Chief Investment Officer shall cause to be maintained by SERS’ proxy servicer, or advisor, a listing of proxy votes cast in a calendar year. This report, along with all individual actions, shall be available for public inspection on SERS’ Internet web site.
PROXY VOTING PROCEDURES. A. The Portfolio Manager or Research Analyst ("Responsible Party") who most closely follows a specific company shall be designated by the Adviser to be responsible for voting the proxies related to that company. The Adviser will assume the power to vote all proxies related to the client's account if any one of the three circumstances set forth in Section 1 above regarding proxy-voting powers is applicable.
B. The proxy administrator will alert the Adviser of upcoming meetings and the Adviser will forward the proxy statement to the Responsible Party.
C. Before voting, the Portfolio Manager (or his designee) for each account will verify whether his or her voting power is subject to any limitations or guidelines issued by the client (or in the case of an employee benefit plan, the plan's trustee or other fiduciaries).
D. Before voting, the Adviser will verify whether an actual or potential conflict of interest with the Adviser or any Interested Person exists in connection with the subject proposal(s). The determination regarding the presence of any actual or potential conflict of interest shall be adequately documented, reviewed and signed off on by a Principal of the Adviser.
E. If an actual or potential conflict is found to exist, the Adviser will vote based on predetermined guidelines or will notify the client (or in the case of an employee benefit plan, the plan's trustee or other fiduciary) in sufficient detail and with sufficient time to reasonably inform the client (or in the case of an employee benefit plan, the plan's trustee or other fiduciary) of the actual or potential conflict involved. The Adviser will either request the client's consent to the Adviser's vote recommendation or may request the client to vote the proxy directly or through another designee of the client. The consent thereto may be received by mail, fax, electronic transmission or any other reliable form of communication that may be recalled, retrieved, produced, or printed in accordance with the record keeping policies and procedures of the Adviser. If the client (or in the case of an employee benefit plan, the plan's trustee or other fiduciary) is unreachable or has not affirmatively responded before the response deadline for the matter being voted upon, the Adviser may: . Cast its vote as recommended if the vote recommendation would fall against the Adviser's interest (or the interest of an Interested Person) and such vote recommendation is in the best interest of the client unde...