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Investors in the Domini Social Equity Fund can check on the
Internet to see how their mutual fund voted on proposals at
the Whole Foods Markets annual meeting last month: Domini
voted against a management proposal to issue additional stock
options for Whole Foods directors, arguing the plan isn't
in the shareholders' best interest because it would dilute
stock value in the company.
Investors in Fidelity Investments, the largest mutual fund
company in the country and the largest stockholder of record
in Whole Foods, can't get that information. Fidelity, like
most of the nation's 4,400 equity mutual funds, doesn't disclose
its proxy voting guidelines or how it votes on any particular
issue, not even to the investors on whose behalf it is voting.
Fidelity spokesmen say their funds' investors just don't
care how the fund votes.
"They have not evidenced any real interest in how we discharge
our voting responsibilities," said Fidelity General Counsel
Eric Roiter.
Nor have investors at other funds, according to the Investment
Company Institute, the lobbying group for mutual fund managers.
"We didn't realize there was a debate," said ICI spokesman
Chris Wloszczyna. "We're not aware of any increased shareholder
interest in the subject."
But shareholder activists, government regulators and the
handful of funds such as Domini that do disclose votes say
that's not so. They say investors increasingly want to know
about proxy voting to ensure that fund managers are acting
in their best interests.
"The real issue is: When is management's interest different
from shareholders?" said Mercer Bullard, who was assistant
chief counsel at the Securities and Exchange Commission until
stepping down last year to establish Fund Democracy, a mutual
fund investor advocacy group based in Chevy Chase.
"If you think mutual fund advisers always will vote the best
interests of their shareholders, think again," Bullard said.
"Many of them have conflicts of interest because they are
seeking to manage the pension assets of the very company whose
proxy they are voting, and they don't want to lose their business."
For that reason, said Amy Domini, manager of the Domini fund,
most mutual fund managers don't want "to appear to be anything
but supportive of a company's management."
The shareholder activists say disclosure of votes is the
best way to safeguard against such potential conflicts of
interest.
"It is an issue that's bubbling up," said Douglas J. Scheidt,
chief counsel of the SEC's division of investment management,
which oversees the mutual fund industry. "There is demand
from investors for this kind of information."
Proxy experts such as Nell Minow say they have tried for
more than a decade to encourage the SEC to consider requiring
proxy voting disclosure, to no avail. But the federal agency's
interest in the matter seems to be growing, the experts say.
"I think it's only a matter of time until the SEC shines
a bright light on this area and requires mutual funds to provide
some information to investors in their funds about the proxy
voting policy and practices," said James Heard of Proxy Monitor,
a New York-based firm that informs mutual funds and other
institutional investors about proxy issues and recommends
how they should vote.
The SEC has proposed for the first time that investment advisers
to pension funds and other sophisticated investors outside
the mutual fund arena disclose their proxy voting guidelines
to clients. And in response to a written request from the
AFL-CIO in December, the SEC has started to examine the proxy
disclosure issue for mutual funds, Scheidt said.
"The capital markets play an essential role in the lives
of working families," AFL-CIO Secretary-Treasurer Richard
L. Trumka wrote in the labor group's request that funds be
required to disclose both proxy voting policies and votes.
The union says about 29 percent of its members, or nearly
4 million people, are mutual fund shareholders. Investers
hold about 22 percent of publicly traded U.S. stocks through
mutual funds, up from 18 percent three years ago.
"It is vital that these markets are accountable to the men
and women whose savings they hold," Trumka said. "Transparency,
accountability and full disclosure must be watchwords in all
capital market institutions. Existing mutual fund disclosure
rules do not provide investors with adequate information about
how their funds are investing their retirement assets or how
those funds are exercising the rights of ownership."
Proxy votes determine key issues about how corporations are
run, including which directors will represent shareholders
on a company's board and how much top executives will be paid.
Mutual fund directors -- who represent fund investors and
by law must act in their interest -- have responsibility for
overseeing how the assets of a fund are managed. A fund's
assets include the stocks it buys, but also the proxy votes
that come with that stock ownership, experts say.
Mutual fund boards typically delegate responsibility for
the day-to-day running of a fund's investments and its proxy
votes to a management company. Often boards set guidelines
for fund managers to follow when voting, and ask to be consulted
on stock option proposals or any other plan that might dilute
shareholder value.
The $1.8 billion Domini fund, based in Boston, began disclosing
votes two years ago. The $7 billion Calvert Group of funds,
based in Bethesda, last week made its voting record available
on the Internet. The $1.3 billion PAX World Funds, based in
Portsmouth, N.H., have been doing so for a year.
"We believe in transparency for the companies we invest in
and for us to set that example, to say who we're investing
in and why," said Calvert analyst Nikki Daruwala. "Our shareholders
can feel they are active shareholders in us, the way we are
active shareholders in the companies we own."
Helping spur disclosure efforts is the Internet, which makes
the information easy and inexpensive to provide, undermining
objections that such disclosure is unworkable and costly,
Daruwala and others say.
Heidi Stam, the attorney in charge of securities regulation
at Vanguard, the second-largest family of mutual funds in
the country, with $560 billion under management, said the
firm does disclose its voting policies but not actual votes.
But the issue, for Vanguard, isn't the expense of making the
votes public.
There are potential problems with disclosing votes because
"it might send false signals to Wall Street about what stocks
Vanguard likes and doesn't like," Stam said.
"In general, we are very pro-disclosure," she said, "but
we think that on balance that proxy voting is not of much
interest. People invest in mutual funds because they want
professional investment management and someone to vote their
proxy."
Still, she said, Vanguard would consider disclosing proxy
votes if its investors indicated a "significant" interest.
Some funds, such as Fidelity, which manages $1.5 trillion
in assets, are known to work behind the scenes with the management
of companies they invest in, urging the executives to change
proxy proposals the funds don't like. This closed-door strategy
could be undermined if proxy votes had to be made public,
some funds argue. But many proxy experts say that back-channel
approach could easily be protected.
Publishing votes several months after they are made would
preserve shareholder protections but also maintain fund managers'
ability to work quietly to change corporate policies, said
Richard Koppes, former general counsel ofthe California Public
Employees' Retirement System, or Calpers, the largest public
pension fund in the country, and now a securities lawyer with
Jones, Day, Reavis & Pogue in Sacramento. On balance,
Koppes said, the benefit of disclosure outweighs any harm
it might do.
"I'm a mutual fund holder and it really annoys me that I
can't even get them to disclose to me their proxy voting guidelines,"
Koppes said. "They should be required to disclose what their
proxy voting guidelines are, and how they voted in particular."
Ned Regan, former head of New York's state pension fund,
the second-largest pension fund in the country, and now president
of Baruch College in New York, has been a shareholder activist
for years. He maintains that role now, as a director of Oppenheimer
Funds, which manages $120 billion.
"I very strongly believe that mutual funds ought to be like
pension funds and vote with shareholders in mind," Regan said.
Oppenheimer does that, he said, but doesn't publish its record
because "nobody wants it."
"If we ever had shareholders asking, would we put it on the
Web? I don't know," he said. "I'm in favor of it. I'm in favor
of lots of things. But it's not at the top of the list of
the items that investors in Oppenheimer want. In fact, it's
not even on the list."
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