Overview
Registered investment companies—including mutual funds, closed-end funds, and ETFs—have dual roles as investors in securities of public companies and as issuers of securities with their own shareholders and boards of directors.
As investors in corporations, funds are entitled to vote on proxy proposals put forth by a company’s management or its shareholders. As part of its fiduciary duty to a fund, the fund’s board of directors, acting on behalf of the fund, is responsible for the voting of proxies relating to the fund’s portfolio securities. A fund’s board typically (but not always) delegates proxy voting responsibilities to the fund’s investment adviser but maintains oversight of this function.
As issuers of securities, funds periodically have their own shareholder meetings. 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 fund’s shares trade.
Proxy Voting Committees & Working Groups
ICI Contacts
News & Publications
News & Publications
A Missed Opportunity for Equal Treatment in Fund Proxy Voting
The SEC recently expanded voting flexibility for shareholders of operating companies, but similar relief for mutual fund investors includes additional restrictions. ICI supports providing fund shareholders the same voluntary voting options.
Taking a Helpful Step on Fund Proxy Reform
As market indexes become increasingly concentrated, funds that qualify as “diversified” are facing a growing challenge. Many funds must either limit exposure to their largest investments, potentially altering their strategy, or pursue shareholder approval to become non-diversified, a costly and uncertain process.
As many diversified indexes become increasingly concentrated (the S&P 500’s top 10 holdings constituted 38% of the index in August 2026), many “diversified” funds must consider whether to (i)...
Fund proxy campaigns are a costly burden. ICI demonstrated this in 2019 and again in 2026 . Major reforms to fund proxy requirements to alleviate these burdens would fit perfectly within the SEC’s...
A Welcome SEC Focus on Fund Proxy Modernization
Mutual funds and ETFs are essential to how millions of Americans build long-term financial security supporting retirement, education, and other life goals. Yet investors ultimately bear the costs of an outdated fund proxy system that no longer reflects modern ownership or communication practices.
The current fund proxy system is outdated, costly, and inefficient. The SEC Investor Advisory Committee’s fund proxy modernization recommendations would reduce unnecessary costs and solve many of the...
For millions of Americans, mutual funds and ETFs are the foundation of long-term financial security. They help families save for retirement, education, homeownership, and other major goals. But behind...
Fund Proxy Reforms Would Save Funds and Investors Money and Time
New analysis of recent survey results from ICI finds that the US fund proxy system is increasingly inefficient, expensive, and ineffective. The growing costs involved are imposed on fund shareholders, and the Securities and Exchange Commission should reform this system.
Research & Statistics
Research & Statistics
Confronting the Growing Burden of Fund Proxy Campaigns: Analysis of Recent Fund Campaigns and Policy Solutions
A new ICI survey of 62 member firms, representing roughly $38 trillion (85 percent) of U.S.-registered fund assets, highlights the growing cost of fund proxy campaigns.
Additional Resources
ICI and IDC Publications
Included below are links to proxy-related policy materials from the past several years. It is not meant to be exhaustive.
SEC Final Releases
- Proxy Voting Advice (July 13, 2022)
- Universal Proxy (Nov 17, 2021)
- Procedural Requirements and Resubmission Thresholds under Exchange Act Rule 14a-8 (Sep 23, 2020)
- Commission Guidance Regarding Proxy Voting Responsibilities of Investment Advisers (Aug 21, 2019)
- Commission Interpretation and Guidance Regarding the Applicability of the Proxy Rules to Proxy Voting Advice (Aug 21, 2019)
- Commission Interpretation Regarding Standard of Conduct for Investment Advisers (Jun 5, 2019)
- Concept Release on the US Proxy System (Jul 14, 2010)
- Compliance Programs of Investment Companies and Investment Advisers (Dec 17, 2003)
- Disclosure of Proxy Voting Policies and Proxy Voting Records by Registered Management Investment Companies (Jan 31, 2003)
- Proxy Voting by Investment Advisers, SEC Release No. IA-2106 (Jan 31, 2003)
SEC-Related Statements and Other Materials
- Shareholder Proposals: Staff Legal Bulletin No. 14L (CF) (Nov 3, 2021)
DOL Final Release