Proxy Voting & Shareholder Services

Proxy Voting & Shareholder Services manages the distribution of proxy materials and the tabulation of votes for mutual fund shareholder meetings. It tracks each fund, series and share class from record date through distribution, voting, quorum and the final certified tally, and keeps the record of every ballot, revocation and decision. Your fund administration team runs the meeting and your inspector of election certifies the result.

The problem it solves

Fund shareholder meetings involve many funds, series and share classes, a record date file from the transfer agent, materials sent to registered holders and through intermediaries to beneficial owners, and votes arriving by mail, phone and internet. Teams often track distribution and returns in spreadsheets, reconcile vote files by hand, and calculate quorum and approval separately for each proposal and fund. When a meeting runs short of quorum, it is hard to see quickly where votes are missing, and when results are questioned the evidence is spread across vendor files and email.

Who it’s for

• Fund administrators and fund secretaries who organize shareholder meetings
• Transfer agents who maintain shareholder records for mutual fund clients
• Fund counsel and chief compliance officers who answer for the process
• Inspectors of election who certify the results
• Fund boards and auditors, who need evidence that votes were counted correctly

1. Set up the meetingEach meeting is set up with its funds, series and share classes, the proposals each must vote on, the record date, and the quorum and approval standard for each proposal as your counsel specifies.
2. DistributeMaterials go to registered holders directly, by mail or electronically where they have consented, and to beneficial owners through brokers, banks and their distribution agents. Every mailing and notice is tracked.
3. VoteVotes from the internet ballot, phone, mailed cards and intermediaries are captured against the right account, fund and proposal. Later valid votes replace earlier ones, and every change is kept.
4. Tabulate and certifyQuorum and approval are tracked for each fund, series and proposal as votes arrive. At the meeting the final tally is prepared for the inspector of election, who reviews and certifies it.

Multi-fund meeting setup

One meeting can cover many funds, series and share classes, each with its own proposals, voting rights and approval standard.

Record date reconciliation

The transfer agent's shareholder file is checked against shares outstanding for each fund and class before distribution.

Distribution tracking

Registered and beneficial distribution, delivery method, mailings and returns tracked by fund and account.

Notice and access and e-delivery

Holders receive a full set, a notice of internet availability or email according to their consents and your instructions, and each choice is recorded.

Internet ballot

Registered holders vote online using their control number, with each proposal shown for the funds they hold.

Phone and mail vote entry

Phone votes taken by your representatives and mailed proxy cards entered against the right account, with a reference for each.

Intermediary vote matching

Vote returns from brokers, banks and their distribution agents matched to their record date positions, with over-votes flagged.

Vote validation

Duplicates, revocations and later-dated votes resolved under the rules your counsel sets, with every superseded vote kept.

Quorum and approval tracking

Live status for each fund, series and proposal, including approval by a majority of outstanding voting securities as defined in the Investment Company Act.

Solicitation reporting

Daily reports of unvoted positions by fund and holder type, for your team or your proxy solicitor to plan outreach.

Inspector certification

The final tally, exceptions and supporting detail presented to the inspector of election for review and certification.

Shareholder inquiry log

Questions, requests for materials and vote confirmations recorded against the account, so representatives see the history.

Proxy project manager

Sets up meetings, manages distribution and tracks quorum through to the meeting

Tabulation specialist

Enters and loads votes, resolves exceptions and prepares the tally

Fund secretary

Approves meeting setup and voting rules, and decides on adjournment

Shareholder services representative

Answers shareholder questions, takes phone votes and records requests

Inspector of election

Reviews the tally and exceptions and certifies the result

Auditor or compliance (read-only)

Views meetings, votes, decisions and the audit trail, with no ability to change them

Transfer agent recordkeeping

The record date shareholder file and shares outstanding by fund and class, by scheduled file transfer or API.

Intermediary distribution agents

Search responses, material quantities and vote returns exchanged with brokers, banks and the distribution agents they use, in the file formats they accept.

Print and mail vendor

Mail files for full sets and notices, with mailing confirmations and returned mail brought back.

Email delivery

Notices and links to materials sent to holders who have consented to electronic delivery, through your email service.

Card scanning

Scanned proxy card data from your scanning or mail processing vendor, loaded for validation.

Single sign-on

Staff and inspectors sign in through your identity provider (SAML or OpenID Connect).

Board governance

Certified results shared with the fund board through Moraph's Board Governance & Packet Portal or your own board portal.

Work API

Meeting, distribution and tally data available to your data warehouse and reporting tools through the Moraph Work API.

Single sign-on

Staff sign in through your identity provider, so your password and multi-factor policies apply.

Role-based access

What each person can see and do follows their role and meeting; recording votes is separate from setting rules and certifying results.

Shareholder privacy

Shareholder names, addresses and positions are visible only to the roles that need them, supporting your Regulation S-P obligations.

Encryption and keys

Client data is encrypted, with keys Moraph staff cannot use without explicit, time-bound authorization.

Complete audit trail

Every vote, revocation, exception decision, rule change and certification is logged with the person and time, and cannot be edited.

Data residency

Data stays in the hosting region you choose: the United States, the United Kingdom or Australia.

Moraph cloud

Hosted and operated by Moraph in the United States region. United Kingdom and Australia regions are available for clients outside the US.

Dedicated environment

A single-tenant environment for transfer agents and administrators whose policies require isolation, scoped in the proposal.

With a managed service

Optionally run alongside a Moraph managed service for meeting setup support and platform administration.

Data mapping

We map your transfer agent's record date file, fund and class structure and delivery consents to the product's model and agree the transfer schedule. We need sample files and a contact from your transfer agent.

Vendor connections

File exchanges with your print and mail vendor, card scanning vendor, email service and intermediary distribution agents are configured and tested.

Voting rules

Quorum standards, approval standards, revocation rules and exception handling are configured from your counsel's instructions for each fund family.

Ballot and phone scripts

The internet ballot and the phone vote entry screens are configured with your proposal text, and reviewed by fund counsel.

Test meeting

A complete test meeting is run with sample data from record date to certified tally, and the results are checked by your team and inspector.

Training and go-live

Project managers, tabulators, representatives and inspectors are trained on their own steps before the first live meeting.

• Moraph provides the software. It does not act as proxy solicitor, transfer agent or inspector of election; those roles are filled by your organization or the firms you appoint.
• It does not contact shareholders to solicit votes. It produces the reports your team or your proxy solicitor uses.
• Materials for beneficial owners reach them through brokers, banks and their distribution agents; the product exchanges files with them but depends on their timeliness and accuracy.
• Printing, mailing and card scanning are performed by your vendors.
• It does not prepare or file proxy statements or other documents on EDGAR.
• Quorum and approval standards depend on each fund's governing documents, state law and the Investment Company Act; they are configured from your counsel's instructions, and the product does not give legal advice.
• It does not cover a fund's own voting of portfolio securities or Form N-PX reporting.
• Phone voting is through your representatives using the product's entry screens; an automated phone voting line is not included.

• Set up a test meeting from an anonymized record date file with your own fund and class structure
• Configure the quorum and approval standards your counsel uses and check the results against a past meeting
• Cast votes through each channel, including a revocation and a later-dated card, and check which vote counts
• Load a sample intermediary return with an over-vote and follow the exception to a decision
• Ask your inspector of election to review a test tally and certification
• Confirm role separation: who can set rules, record votes, decide exceptions and certify