Proxy Voting Policy Template for Investment Advisers
Advisers Act Rule 206(4)-6
Whether and how the firm votes for clients, the standard it votes to, how conflicts are handled, how proxy advisers are overseen, and what it discloses and keeps.
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What the rule requires
An adviser with authority to vote client securities must adopt written policies reasonably designed to vote in clients' best interest and to address material conflicts. It must describe those policies to clients, provide them on request, and tell clients how to find out how their securities were voted. Rule 204-2 requires records of the votes.
The Commission's 2019 guidance on advisers' proxy voting remains the main interpretive source. Advisers that file Form 13F also report say-on-pay votes annually on Form N-PX.
What the policy covers
The sections of Luna's model Proxy Voting policy. Your draft includes only the clauses that apply to your firm.
- 1Scope and voting authority
- 2Voting standard
- 3Procedures
- 4Conflicts of interest
- 5Proxy advisory firms
- 6Disclosure, confidentiality and records
- 7Related matters and review
What Luna asks you
A few of the questions that shape the draft:
- Whether the firm votes proxies or private company consents, or has no voting authority
- Whether any client agreement limits how the firm votes
- Whether the firm uses a proxy advisory firm
- Whether firm personnel sit on portfolio company boards
How drafting works
- 01Answer questions about your firm
Plain questions about how you operate. Where there is a common answer, Luna suggests it; where you are not sure, say so and it is flagged rather than assumed.
- 02Luna drafts the policy
Only the clauses that apply to your firm, in your firm's name, each traced to the rule or choice it comes from.
- 03Review what is left
Anything unanswered is marked in the text and listed for you, and the policy cannot be approved until each is settled.
- 04Edit, approve and roll out
It is your policy: edit it like any other, approve it, and have employees acknowledge it in the same place.
Read the source
Other policies
A summary of what the rule requires, current as of October 2026, so you can see what the policy covers. It is not legal advice. A policy drafted in Luna is your firm's draft to review, edit and adopt.