On August 21, by a vote of 3 to 2, the Securities and Exchange Commission issued interpretive guidance on an investment adviser’s fiduciary duties with respect to voting of proxies for client accounts. The guidance makes clear that advisers may agree with their clients that the client, and not the adviser, will vote proxies, but such guidance is generally impractical for advisers to private funds and registered investment companies (because there is no practical way to assign voting power to the funds).
When the adviser retains the obligation to vote proxies, it must do so with care and loyalty to the clients. The SEC stated that this may involve individualized analysis of how to vote in certain cases. It also might be necessary for advisers to adopt different proxy voting procedures for different funds they manage. When an investment adviser has the authority to vote on behalf of its client, the investment adviser is required to have a reasonable understanding of the client’s objectives and must make voting determinations that are in the best interest of the client. Accordingly, the SEC noted, investment advisers must form a reasonable belief that its voting determinations are in the best interest of the client and should conduct an investigation reasonably designed to ensure that the voting determination is not based on inaccurate or incomplete information. The adviser must annually review its proxy voting practices and document this review.
If a proxy advisory service is used to help the adviser vote proxies, the adviser must conduct due diligence on the proxy advisory service and adopt policies and procedures relating to monitoring the quality of the proxy advisory service. This could include, for example, considering additional information beyond what the proxy voting service provides, including an issuer’s proxy material or other materials provided by stakeholders. An investment adviser also should consider whether a proxy advisory service has adequately disclosed its methodologies for formulating its recommendations. The SEC also observed that use of a third-party proxy advisory service may be beneficial to investment advisers in cases where a conflict of interest may exist. However, the SEC noted that such reliance does not relieve the investment adviser of its obligation to make voting determinations in the client’s best interest or its obligation to provide full and fair disclosure of any conflicts of interest.
Proxy Voting Advice
The SEC also issued new interpretative guidance regarding the applicability of the federal proxy rules to proxy voting advice. The SEC noted that the use of proxy advisory firms, which would include Institutional Shareholder Services (ISS) and Glass Lewis, has become more widespread and now includes a broadened array of services.
In particular, the SEC examined whether the proxy voting advice provided by the proxy advisory firms constitutes a “solicitation” within the meaning of the federal proxy rules (concluding that generally, yes, such advice does constitute a solicitation) and outlined the import of Rule 14a-9 (False or Misleading Statements) to such solicitations.
Further, the SEC noted that while such solicitations would generally be exempt from the informational and filing requirements of the proxy rules, the SEC staff is considering recommending that the SEC propose rule amendments that would address proxy advisory firms’ reliance on these exemptions contained in the Securities Exchange Act of 1934 Rule 14a-2(b), though nothing in the interpretative guidance challenges the ability of the advisory firms to continue relying on these exemptions.
Solicitation. In deciding that proxy voting advice constitutes a solicitation the SEC noted that the definition of solicitation is broad and includes communications to security holders “under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy.” It observed that proxy advisory firms provide voting recommendations to their clients, touting their expertise in researching and analyzing the matters submitted for a shareholder vote. Even where a proxy advisory firm provides recommendations based on a client’s own tailored voting guidelines, the proxy adviser’s analysis and advice generally should be considered a solicitation. Similarly, in circumstances where clients may not follow the advice of the proxy adviser, the recommendations would still constitute a solicitation. The SEC rejected the view that proxy voting advice from advisory firms should be viewed as “unsolicited” voting advice, as the advisory firms invite client inquiries through the marketing of their expertise and the researching and analyzing of proxy issues.
Rule 14a-9 (False or Misleading Statements). While any solicitation by a proxy advisory firm may be exempt from the informational and filing requirements of the proxy rules, any such solicitation is still subject to the anti-fraud provisions of Rule 14a-9, which prohibits any solicitation from containing any statement which, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact. Any proxy voting adviser, must not make any materially false or misleading statements or omit material facts, such as information underlying the basis of the advice or which would affect the proxy adviser’s analysis and judgments. In particular, the SEC identified several specific items that may require disclosure in the context of proxy voting advice, including:
an explanation of the methodology used by the advisory firm to formulate its voting advice;
the extent that any advice is based on information other than what has been publicly disclosed by the subject company; and
any material conflicts of interest in connection with providing the advice.
The SEC’s full release is available here. [...]
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We’ve officially entered hurricane season, meaning it’s time to evaluate — or create — your emergency kit.
Are you ready for the worst if faced with a hurricane or if another disaster strikes? Preparing doesn’t have to be expensive. These five tips will help you get ready without spending a lot.
How to Build Your Emergency Kit for Less
Sure, you could plunk down more than $200 or so on a one-size-fits-all emergency kit filled with stuff you probably won’t need.
Or, try the budget-friendly option: Build your own customized, cost-effective kit. Here’s how.
1. Decide What You Need
First of all, know what you need.
The Red Cross suggests keeping bare essentials like water, non-perishable food, clothes and medicine on hand..
You definitely need a stash of those. But what other goods make sense for where you live?
In my part of Florida, I can’t think of a disaster scenario that would necessitate the hand chain saw or rope in the $200 kit I mentioned, but maybe I’d feel differently if I had to deal with tornadoes or earthquakes, or if I lived in a wooded area.
Figure out what your kit needs and prioritize those items. And don’t get carried away — you probably just need to be able to feed yourself for a week or so, not build a shelter on a desert island.
2. Prep for Free
Some of your preparation won’t cost you a dime. It’s all about gathering stuff you already have, like important documents, cell phone chargers, maps and spare emergency cash.
Instead of buying it by the flat, consider bottling your own water. Use bleach-purified, leftover two-liter bottles and treated municipal water. Just don’t use milk or juice cartons, which can harbor bacteria. Date your bottles and replace them every six months, and you’re good to go.
If you’ll need water for hygienic purposes, clean your bathtub, then fill it with cold water. It won’t be potable, but you can use it to flush toilets and keep yourself clean.
Don’t forget your protein! Beef jerky is a great survival snack — but it isn’t cheap. You could dehydrate your own and save money and sodium content. Plus, you get to make your beef jerky the way you like. Check yard sales or Craigslist to find a dehydrator on the cheap.
Whenever you’re doing your own food prep, make sure you’re meticulous. Items undergoing long-term storage can get contaminated if they’re not perfectly sanitized and sealed — and you don’t want to discover your food stash is useless when an emergency arises.
3. DIY to Save
In my area, hurricane shutters are important, but expensive.
The good news is you can make your own out of plywood or polycarbonate from Home Depot — just make sure to factor in the cost of waste when you’re doing your comparison. You may not be able to find much use for raw material scraps once you cut out shutters.
4. Collect Cost-Effective Items
When you have to buy items, use coupons and your penny-hoarding knowledge to your advantage: Shop on the right day, use cash-back sites to earn rebates and use hacks to get the best deals at stores like CVS and Walmart.
When you pick up batteries, hydrogen peroxide, bleach and bandages, make sure to buy generic — they’ll work just as well as the brand-name stuff. Check out the dollar store for these items, and while you’re there, pick up some emergency entertainment: crayons and coloring books for the kids and a pack of cards for adults.
You probably already know how much you can save by buying in bulk. Emergency rations of paper towels, toilet paper, canned goods, batteries and bottled water are a perfect opportunity to take advantage of those savings.
Finally, consider battery-free emergency additions, like wind-up flashlights and weather radios. If you’re going to be without electricity, you’ll definitely want a handheld cell phone charger, which you can keep charged and prepared beforehand.
5. Plan Ahead
One of the best ways to save money on disaster preparedness is to play the long game: Look for sales in your day-to-day life and stock up, way before your storm season approaches. Cans of tuna on BOGO? Put your “get-ones” into your stash.
The more you can avoid a last-minute disaster-prep rush, the better: Vendors do price gouge. Here in Florida, the price of canned goods and gallons of water goes up in June and falls steeply in December, after hurricane season ends.
In case you do need a last-minute item, include disaster prep in your savings budget. Set aside $20 a month or so, and consider it part of your emergency fund — because that’s exactly what it is.
Stay safe, Penny Hoarders — and don’t forget your can opener!
Jamie Cattanach is a freelance writer whose work has been featured at Ms. Magazine, BUST, Roads & Kingdoms, The Write Life, Nashville Review, Word Riot and elsewhere.
This was originally published on The Penny Hoarder, which helps millions of readers worldwide earn and save money by sharing unique job opportunities, personal stories, freebies and more. The Inc. 5000 ranked The Penny Hoarder as the fastest-growing private media company in the U.S. in 2017. [...]