Proxy Voting & Shareholder Services

Principal workflows

• Set up the meeting: Each 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.
• Distribute: Materials 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.
• Vote: Votes 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.
• Tabulate and certify: Quorum 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.

Who uses it

• 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

Reporting

• Distribution status by fund, holder type and delivery method
• Daily quorum and approval by fund, series and proposal
• Unvoted positions for solicitation planning
• Vote exceptions and how each was decided
• Final tally and certified results
• Vote history and audit trail extracts for compliance and auditors

Features

• 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.

Integrations

• 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.

Deployment

• 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.

Security and privacy

• 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.

Limitations

• 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.

Next steps

Book a demonstration or a technical briefing at www.moraph.com/solutions/proxy-voting-and-shareholder-services. Purchasing routes and company information: www.moraph.com/how-to-buy.