Policies and Procedures GuideStone Funds
1. Trust’s Policy Statement
GuideStone Funds (“Trust”) is firmly committed to ensuring that proxies relating to the Trust’s portfolio securities are voted in the best financial interests of the Trust’s shareholders, and in a manner that takes into consideration only those factors that may affect the value of the shareholders’ investments and does not subordinate the financial interests of the shareholders and the value of their investments to unrelated objectives. The following procedures have been established to implement the Trust’s proxy voting program.
2. Trust’s Proxy Voting Program
GuideStone Capital Management, LLC (“GSCM”) serves as the investment adviser of each series of the Trust (each a “Fund” and collectively, the “Funds”).
- Sub-Advised Funds: GSCM is responsible for the selection and ongoing monitoring of investment sub-advisers (the “Sub-Advisers”) who provide the day-to-day portfolio management for each sub-advised Fund (“Sub-Advised Fund”) or allocated portion thereof. The Trust has delegated proxy voting responsibility to GSCM. With respect to each Sub-Advised Fund, GSCM views proxy voting as a function that is incidental and integral to portfolio management, and it has in turn delegated the proxy voting responsibility with respect to each Sub-Advised Fund to the applicable Sub-Adviser. The primary focus of the Trust’s proxy voting program as it relates to the Sub-Advised Funds, therefore, is to seek to ensure that the Sub-Advisers have adequate proxy voting policies and procedures in place and to monitor each Sub-Adviser’s proxy voting. The Sub-Advisers’ proxy voting policies and procedures may be amended from time to time based on experience as well as changing environments, especially as new and/or differing laws and regulations are promulgated, and need not be identical.
- Funds-of-Funds (Target Date Funds and Asset Allocation Funds): GSCM provides the day-to-day portfolio management services to certain Funds, each of which seeks to achieve its investment objective by investing in other mutual funds managed by GSCM (“Select Funds”), unaffiliated mutual funds or exchange-traded funds (“Underlying Unaffiliated Funds”) (“Fund-of-Funds”).
3. GSCM’s Proxy Voting Policies and Procedures
GSCM is responsible for proxy voting for the Fund-of-Funds. GSCM has a fiduciary duty to vote proxies on behalf of a Fund in the best interest of the Fund and its shareholders.
- Select Funds. GSCM will pass through the vote of the Fund-of-Funds’ shares in the Select Funds to the shareholders of record of the Fund-of-Funds, and such shareholders of record will exercise the vote with respect to any proposal regarding the Select Funds. As disclosed in the Funds’ prospectus, Trust’s prospectus, GuideStone Financial Resources of the Southern Baptist Convention (“GuideStone Financial Resources”) will, at all times, directly or indirectly control the vote of at least 60% of the outstanding shares of the Trust.
- Underlying Unaffiliated Funds. With respect to voting proxies for Underlying Unaffiliated Funds, the following guidelines generally will apply:
- The decision on how to vote a proxy will be made by GSCM based on what it determines to be in the best interest of the relevant Fund and its shareholders and in accordance with these procedures.
- GSCM may enlist the services of an independent proxy voting service to assist with the analysis of voting issues, provide voting recommendations and/or to carry out the actual voting process.
- GSCM’s policy is to vote rather than abstain from voting on proxies. GSCM will vote against ballot issues where GSCM has not received sufficient information to make an informed decision.
- Any potential material conflicts of interest associated with voting proxies will be disclosed and reviewed by the Trusts’ Chief Compliance Officer (“CCO”) or other member of GSCM’s [Legal and Compliance Department].
- GSCM will cast votes in a manner consistent with any applicable rule or regulation of the United States Securities and Exchange Commission (“SEC”).
- GSCM will be required to maintain proxy voting policies and procedures that satisfy the following elements:
- Written Policies and Procedures. GSCM must maintain written proxy voting policies and procedures in accordance with applicable laws and regulations and must provide the Trust with copies of such policies and procedures.
- Conflicts of Interest. If GSCM becomes aware that a proxy voting issue may present a potential material conflict of interest, the issue will be referred to the CCO or other member of GSCM’s [Legal and Compliance Department]. If the CCO and/or the [Legal and Compliance Department] determines that a potential material conflict does exist, GSCM Compliance will exclude anyone at GSCM who is subject to such conflict from participating in the voting decision.
- Potential material conflicts of interest may arise between the interests of a Fund and GSCM or any of its affiliated persons if, for example, a proxy vote relates to a matter involving issuers in which GSCM or its affiliates have a substantial economic interest. Potential conflicts of interest include portfolio managers of GSCM owning shares of Underlying Unaffiliated Funds. However, to the extent GSCM is following the recommendation of a proxy voting service, such portfolio manager will not be required to abstain from the vote with respect to such proxy.
- Proposals Usually Voted Against:
- Fee Increases
- Investment strategy changes or fund mergers that impact GSCM’s asset allocation models.
- Voting Guidelines. GSCM may engage an independent proxy voting service to assist with the analysis of voting issues, provide voting recommendations and/or to carry out the actual voting process as deemed necessary. To the extent GSCM does not follow the recommendation of a proxy voting service, the following are examples of the types of proxies and voting protocol generally anticipated:
- Proposals Usually Voted For:
- Annual election of mutual fund trustees/directors
- Record Retention and Inspection. GSCM is responsible for maintaining all documentation associated with its proxy voting decisions. GSCM Compliance will be responsible for verifying that such documentation is properly maintained in accordance with the Trusts’ procedures and applicable laws and regulations.
4. GSCM’s Due Diligence and Compliance Program
As part of its ongoing due diligence and compliance responsibilities, GSCM will seek to ensure that each Sub-Adviser maintains proxy voting policies and procedures that are reasonably designed to comply with applicable laws and regulations. GSCM will review each Sub-Adviser’s proxy voting policies and procedures (including any proxy voting guidelines) in connection with the initial selection of the Sub-Adviser to manage a portfolio. On an ongoing basis, GSCM will review each sub-adviser’s proxy voting policies and procedures upon receiving notification of changes to the proxy voting policies and procedures.
5. Sub-Advisers’ Proxy Voting Policies and Procedures
Each Sub-Adviser will be required to maintain proxy voting policies and procedures that satisfy the following elements:
A. Written Policies and Procedures: The Sub-Adviser must maintain written proxy voting policies and procedures in accordance with applicable laws and regulations and must provide to the Trust and GSCM, upon request, copies of such policies and procedures.
B. Fiduciary Duty: The Sub-Adviser’s policies and procedures must be reasonably designed to ensure that the Sub-Adviser votes client securities in the best financial interest of its clients.
C. Conflicts of Interest: The Sub-Adviser’s policies and procedures must include appropriate procedures to identify and resolve as necessary all material proxy-related conflicts of interest between the Sub-Adviser (including its affiliates) and its clients before voting client proxies.
D. Voting Guidelines: The Sub-Adviser’s policies and procedures must address with reasonable specificity how the Sub-Adviser will vote proxies, or what factors it will take into account, when voting on particular types of matters, e.g., corporate governance proposals, compensation issues and matters involving social or corporate responsibility.
E. Monitoring Proxy Voting: The Sub-Adviser must have an established system and/or process that is reasonably designed to ensure that proxies are voted on behalf of its clients in a timely and efficient manner.
F. Record Retention and Inspection: The Sub-Adviser must have an established system for creating and retaining all appropriate documentation relating to its proxy voting activities as required by applicable laws and regulations. The Sub-Adviser must provide to the Trust and GSCM such information and records with respect to proxies relating to the Trust’s portfolio securities as required by law and as the Trust or GSCM may reasonably request.
6. Disclosure of Trust’s Proxy Voting Policies and Procedures and Voting Record
GSCM, on behalf of the Trust, will take reasonable steps as necessary to seek to ensure that the Trust complies with all applicable laws and regulations relating to disclosure of the Trust’s proxy voting policies and procedures and its proxy voting record. GSCM (including, at its option, through third-party service providers) will maintain a system that is reasonably designed to ensure that the actual proxy voting record of the Sub-Advisers with respect to the Trust’s portfolio securities are collected, processed, filed with the Securities and Exchange Commission and delivered to the Trust’s shareholders, as applicable, in a timely and efficient manner and as required by applicable laws and regulations.
The Trust currently employs Institutional Shareholder Services (“ISS") to record and report all proxies voted by Sub-Advisers on all portfolio securities. The records of all proxies voted on the Trust’s behalf are disclosed and made available to the public through two sources: 1) GuideStone Funds’ website and 2) the annual Form NPX report required by the Securities and Exchange Committee (SEC). The proxy voting information on the website is provided by ISS and it is updated as proxy votes are cast and recorded. The Form NPX report is filed annually with the Securities and Exchange Commission by The Northern Trust (regulatory administration) with the proxy voting information provided by ISS.
To ensure that the records being recorded on the Trust’s behalf by ISS are accurate, and that each sub-adviser’s votes are being cast as intended, the following procedures must be followed:
A. Annually, when the Form NPX report is being assembled, the “VDS” map must be reviewed for accuracy. The “VDS” map is a spreadsheet containing the account information for all GuideStone Funds’ portfolios. ISS uses this map when recording and reporting the proxy votes cast on the Trust’s behalf. The reviewer should obtain the current map from ISS and verify that all Sub-Advisers and account information are accurate. Any inaccuracies should be corrected before the NPX report is compiled.
B. Periodically, Sub-Advisers will change when current firms are replaced or new firms are added. These changes, as well as any administrative changes dealing with custodian accounts or the addition of entirely new funds, will necessitate revisions to the VDS map at ISS. GSCM is responsible for notifying the Proxy Voting administrator of any of these types of changes prior to the effective date of the change. The Administrator will then be responsible for relaying these changes to ISS and then insuring that they are properly incorporated into the Trust’s VDS map.
C. On a quarterly basis, each Sub-Adviser is required to submit a report to GSCM detailing the proxies that were voted on the Trust’s behalf. The compliance staff of GSCM will periodically compare the reports submitted by the Sub-Advisers with the information being disclosed by ISS on the Fund’s website. The purpose of this exercise is to determine 1) that all of the votes being cast on the Trust’s behalf are actually being captured and disclosed properly and 2) that the votes the Sub-Adviser intends to vote are actually being cast. Any discrepancies that are identified should be reported to the Proxy Voting Administrator for investigation and correction if necessary.
7. Reports to Trust’s Board of Trustees
GSCM will periodically (but no less frequently than annually) report to the Board of Trustees with respect to the Trust’s implementation of its proxy voting program, including summary information with respect to the proxy voting record of the Sub-Advisers with respect to the Trust’s portfolio securities and any other information requested by the Board of Trustees.
Adopted: August 6, 2003
Amended: September 13, 2005
Amended: May 23, 2006
Amended: May 22, 2007
Amended: Oct. 4, 2010
Amended: Nov. 7, 2014
Amended: Nov. 3, 2016
Amended: Nov. 9, 2017
GuideStone Funds shares are distributed by Foreside Funds Distributors LLC, not an advisor affiliate.