基金代理活动分析：2012年至2019年（pdf）

DEC E MB ER2019 The Investment Company Institute (ICI) is the leading association representing regulated funds globally, including mutualfunds, exchange-traded funds (ETFs), closed-end funds, and unit investment trusts (UITs) in the United States, and similar fundsoffered to investors in jurisdictions worldwide. ICI seeks to encourage adherence to high ethical standards, promote publicunderstanding, and otherwise advance the interests of funds, their shareholders, directors, and advisers. The content contained in this document is proprietary property of ICI and should not be reproduced or disseminated withoutICI’s prior consent. Analysis of Fund Proxy Campaigns:2012–2019 Matthew Thornton, Assistant General Counsel; Dorothy Donohue, Deputy General Counsel; SusanOlson, General Counsel; Joanne Kane, Director, Transfer Agency and Operations; James Duvall,Associate Economist; and Casey Rybak, Research Assistant; prepared this report. Contents 1I.Executive Summary4II.Background and Description of ICI’s Proxy Recommendations8III.Description of Survey9IV.Key Findings from Survey and Member Outreach9A.Obtaining Shareholder Approval Is Often Difficult and Costly16B.The Proxy System’s High Costs and Challenges Are Disproportionately AffectingDecisions Related to Fund Policies, Governance, and Operations22C.Voting Shareholders Strongly Support 1940 Act Majority Items25D.Most Funds Would Benefit from ICI’s Supermajority Recommendation26E.Additional Cost Savings from ICI’s Other Recommendations A1Appendix A: ICI’s Supermajority Recommendation Explained B1Appendix B: Relevant Delaware, Massachusetts, and Maryland Business EntityProvisions Analysis of Fund Proxy Campaigns:2012–2019 I.Executive Summary Multiple legal and regulatory provisions govern the shareholder meeting and approvalrequirements for registered investment companies (“funds”), including the InvestmentCompany Act of 1940 (“1940 Act”). The 1940 Act and certain rules thereunder require the“vote of a majority of the outstanding voting securities of a company” (“1940 Act Majority”)to approve several specified items, including changes to fundamental investment policies,investment advisory and distribution agreements, Rule 12b-1 plans, and mergers ofaffiliated funds (collectively, “1940 Act Majority Items”). The 1940 Act Majority standardrequires funds to obtain a quorum of greater than 50 percent to approve these Items.Fund shareholders also vote on nominees to the fund board and other matters, with theserequirements more strongly shaped by state law and the terms of the funds’ organizationaldocuments. Funds face unique and daunting challenges when seeking to obtain quorum andshareholder approvals, primarily due to: »Funds’ diffuse and retail-oriented shareholder bases;»Retail shareholders’ relatively low proxy participation rates; and»Severe and costly impediments that limit funds’ ability to communicate directly withtheir shareholders. ICI’s June 2019 letter to the SEC detailed these challenges and offered severalrecommendations for improving the fund proxy system.1Most notably, we recommendedcreating a new third way—to complement the existing statutory ways—for a fund to approve1940 Act Majority Items. Compared to the statutory methods, ICI’s recommendationcouples a lower quorum requirement (more than 331/3 percent) with a higher affirmativevote requirement (at least 75 percent) (the “Supermajority Recommendation”). Following that June Letter, ICI conducted a member survey on funds’ proxy experiencesover the past seven years. The survey was designed to provide more granular informationabout funds’ 1940 Act Majority Items; the costs of their related proxy campaigns; and theanticipated effects of ICI’s Supermajority Recommendation. Sixty-four ICI member firms responded, representing over $18 trillion, or approximately76 percent, of US-registered fund assets. The survey results illustrate the importance ofreform and how ICI’s recommendations would benefit funds and their shareholders. Morespecifically, the results demonstrate that: »Funds are experiencing significant costs and challenges when seeking shareholderapprovals. »Cost estimates for 145 separate campaigns totaled $373 million. »Twenty-two campaigns had costs greater than or equal to $1 million.»Eight had costs greater than or equal to $10 million.»The most expensive campaign was $107 million. »This $373 million totalunderstatesindustrywide proxy costs because: »Not all fund complexes completed the survey.»Of those that did, the survey did not captureallof respondents’ proxy costsover this period (respondents provided information limited tofive1940Act Majority Items and their related campaigns, and did not provide costinformation for campaigns consisting solely of non-1940 Act Majority Items,such as director elections).»Most respondents did not reportinternalproxy campaign costs (e.g.,personnel time spent preparing proxy materials, assisting with solicitationstrategy, providing in-hou