Proxy Voting Policy and Procedures
The Board of Trustees has delegated responsibility for voting proxies relating to the Funds' portfolio securities to the Advisor and approved policies and procedures with respect to voting such proxies. The Advisor's proxy voting remains subject to the Board's continuing oversight.
Policies and Procedures
It is the policy of the Advisor to seek to maximize shareholder value and protect shareowner interests when voting proxies on behalf of its clients. The Advisor seeks to achieve this goal by utilizing a set of proxy voting guidelines ("Guidelines") that are maintained and implemented by an independent service, Institutional Shareholder Services ("ISS"). The Guidelines are an extensive list of common proxy voting issues with recommended voting actions based on the overall goal of achieving maximum shareholder value and protection of shareholder interests. Topics included in the Guidelines include but are not limited to:
- Election of Directors - considering factors such as director qualifications, term of office, age limits.
- Proxy Contests - considering factors such as voting for nominees in contested elections and reimbursement of expenses.
- Election of Auditors - considering factors such as independence and reputation of the auditing firm.
- Proxy Contest Defenses - considering factors such as board structure and cumulative voting.
- Tender Offer Defenses - considering factors such as poison pills (stock purchase rights plans) and fair price provisions.
- Miscellaneous Governance Issues - considering factors such as confidential voting and equal access.
- Capital Structure - considering factors such as common stock authorization and stock distributions.
- Executive and Director Compensation - considering factors such as performance goals and employee stock purchase plans.
- State of Incorporation - considering factors such as state takeover statutes and voting on reincorporation proposals.
- Mergers and Corporate Restructuring - considering factors such as spin-offs and asset sales.
- Mutual Fund Proxy Voting - considering factors such as election of directors and proxy contests.
- Consumer and Public Safety Issues - considering factors such as social and environmental issues as well as labor issues.
A full description of each Guideline and voting policy is maintained by the Advisor, and a complete copy of the Guidelines is available upon request. For more information about the Guidelines, please visit the ISS web site at https://www.issgovernance.com/file/policy/2017-americas-iss-policy-updates.pdf.
Conflicts of Interest
From time to time, proxy issues may pose a material conflict of interest between Fund shareholders and the Advisor, the underwriter or any affiliates thereof. Due to the limited nature of the Advisor's activities (e.g., no underwriting business, no publicly traded affiliates, no investment banking activities, and no research recommendations), conflicts of interest are likely to be infrequent. Nevertheless, it shall be the duty of the Advisor's Proxy Review Committee to monitor for potential conflicts of interest. In the event a conflict of interest arises, the Advisor will direct ISS to use its independent judgment to vote affected proxies in accordance with approved guidelines. The Proxy Review Committee will disclose to the Board the voting issues that created the conflict of interest and the manner in which ISS voted such proxies.
Record of Proxy Voting
The Advisor with the assistance of ISS, shall maintain for a period of at least five years a record of each proxy statement received and materials that were considered when the proxy was voted during the calendar year. The voting record will also be maintained and will be available free of charge by calling the Advisor at 888-776-5717. The voting record is available:
- without charge, upon request, by calling the Advisor at 1-888-776-5717,
- on the ProFunds web site, and
- on the Securities and Exchange Commission's website at http://www.sec.gov.