Investment adviser Toews Corp. agreed to pay $150,000 as part of a settlement with the Securities and Exchange Commission (SEC) over proxy voting rule violations that prompted two commissioners to issue a dissenting statement.
Toews, based in New Jersey, hired a third party to cast proxy votes on behalf of the registered investment companies (RICs) it managed, but it did not review whether the votes were cast in those clients’ best interests, the SEC alleged in its order filed Tuesday.
The company also didn’t put in place policies and procedures to ensure the votes cast were in clients’ best interests, the SEC said.
The agency further alleged Toews directed the third party to always vote the RICs’ securities in favor of proposals put forth by Toews managers and to vote against any shareholder proposals. All the proxy votes on behalf of RICs from January 2017 through January 2022—which took place across more than 200 shareholder meetings—fell in line with this pattern, the SEC said.
“Toews caused the third-party service provider to vote the RICs’ securities pursuant to this standing instruction without exception,” the SEC said in its order.
The company’s actions violated the proxy voting provisions of the Investment Advisers Act, the SEC said.
Under the settlement, the agency censured Toews and ordered it to cease and desist. The company neither admitted nor denied the agency’s findings.
As of January, Toews changed its proxy voting procedures and policies to address the issues raised by the SEC, the agency said.
“Toews is pleased to put this matter in the past, and we have nothing further to add to what has been said by the members of the commission,” said Eben Burr, president of Toews, in an emailed statement.
The SEC’s two Republican commissioners, Hester Peirce and Mark Uyeda, dissented regarding the enforcement action. Peirce and Uyeda raised concerns parts of the order could be misinterpreted and have wide-ranging consequences for advisers.
“We are concerned that the order may be misconstrued regarding an adviser’s fiduciary duties with respect to voting proxies on behalf of its clients, as well as the specific requirements imposed by the proxy voting rule,” the commissioners wrote.
“[T]he order does not make any findings that the adviser’s clients would have been financially better off had the adviser cast any of the votes at issue in an alternative manner,” they said. “The order also does not find that any of the votes cast were the product of a conflict of interest.”
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