Rule 206(4)‑6 under the Investment Advisers Act of 1940 requires an adviser to adopt and implement written policies and procedures on proxy voting. An investment company adviser voted proxies for its funds’ portfolio companies pursuant to a standing order to vote in accordance with management recommendations and against all shareholder proposals. The SEC, in a settled enforcement proceeding, asserted that the adviser had deviated from its disclosed voting practices, failed to determine whether it voted proxies in its clients’ best interests and lacked appropriate policies and procedures for proxy voting. Commissioners Hester M. Peirce and Mark T. Uyeda, in a dissenting statement, argued that the settlement order could have an adverse effect on how advisers develop their proxy voting policies and procedures. This article parses the settlement order and the Peirce/Uyeda dissent, with commentary from Ropes & Gray partners R. Daniel O’Connor and George B. Raine. See “Dissecting the SEC’s Recent Guidance on Investment Adviser Proxy Voting Responsibilities” (Oct. 24, 2019); and “SEC Issues Guidance on Proxy Voting Responsibilities of Investment Advisers” (Oct. 10, 2019).